SecProbe.io

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<TYPE>TEXT-EXTRACT
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 May 22, 2025

Chi Kin Cheng
Chief Financial Officer
Origin Agritech LTD
Origin R&D Center, Shuangbutou Village
Xushuang Road, Songzhuang Town
Tongzhou District, Beijing, China 101119

 Re: Origin Agritech LTD
 Form 20-F for Fiscal Year Ended September 30, 2024
 File No. 000-51576
Dear Chi Kin Cheng:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Attorneys at Law | 711 Third Ave., New York, NY
 10017-4014
 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com

 Direct
Dial No.: (212) 907-7349

 Direct
Fax No.: (212) 754-0330

 Email
Address: AHudders @GOLENBOCK.COM

 May 7, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance – Office of

 Industrial Applications and Services

 Washington, DC 20549

 Attention:
 Ms. Jeanne Baker

 Mr. Terence O'Brien

 Mr. Robert Augustin

 Mr. Conlon Danberg

 Re:

 Origin Agritech Limited
 Comment Letter dated May 6, 2025
 Form 20-F, Amendment No. 1, Filed April 11, 2025
 File No. 000-51576

 Dear Mr. Augustin and Others:

 Reference is made to the letter of the staff (the
 "Staff") of the Securities and Exchange Commission (the "Commission"), dated May 6, 2025 ("Comment
Letter"), commenting on the filing of Amendment No. 1 to the Annual Report on Form 20-F ("Form 20-F")
of Origin Agritech Limited (the "Company"), which was filed on April 11, 2025.

 I am responding on behalf of the Company, as its
United States counsel, to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.

 Amendment No. 1 to Annual Report on Form 20-F

 Risk Factors

 Risks relating to doing business in China, page 22

 1. We note your added disclosure regarding the enforceability of civil liabilities in response to previous comment 7. In your future
filings, please also disclose the risks discussed in the section captioned "Enforceability of Civil Liabilities" in a separate
risk factor, which should contain disclosure with the separate enforceability section.

 Securities and Exchange Commission

 May 7, 2025

 Page 2

 RESPONSE

 Origin Agritech Limited ("Company")
undertakes to add a risk factor to future filings, which filing has a risk factor section, reflecting the risk factors set forth in the
 "Enforceability of Civil Liabilities" section of the Annual Report. Currently, the plan is to put the additional risk factor
in the section "Risks relating to doing business in China." Below is a sample of the risk factor that the Company will include
in its filings:

 We are incorporated under the laws of the British
Virgin Islands, which can limit the ability of a shareholder to enforce their rights against the Company.

 The British Virgin Islands has an underdeveloped
body of securities laws and what laws do exist provide less protection to investors compared to the securities laws of the United States.
Additionally, it is uncertain that shareholders may initiate a derivative action in the United States against a British Virgin Islands
company and its directors and officers. It may also be difficult for a shareholder to enforce in United States courts judgments obtained
in United States courts based on the civil liability provisions of the United States federal securities laws against the Company and its
officers and directors. There is uncertainty as to whether the courts of the British Virgin Islands would recognize or enforce judgments
of United States courts against the Company or its officers and directors predicated upon the civil liability provisions of the securities
laws of the United States or any state. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United
States, although the courts of the British Virgin Islands will generally recognize and enforce a non-penal judgment of a foreign court
of competent jurisdiction without retrial on the merits. It is uncertain whether British Virgin Islands courts would be competent to hear
original actions brought in the British Virgin Islands against us or those persons predicated upon the securities laws of the United States
or any state.

 Substantially all of the Company assets are located in China. A majority
of our directors and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located
outside the United States. These persons include: Mr. Gengchen Han, Mr. Shaojiang Chen, Mr. Min Lin, Mr. Weibin Yan
and Mr. Chi Kin Cheng. As a result, it may be difficult for a shareholder to effect service of process within the United States upon
these non-US individuals, or to bring an action against the Company or these individuals in the United States, or to enforce against the
Company or these persons any judgments obtained in United States courts, including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state in the United States.

 Also, the Company has been advised that foreign
judgments do not have direct effect in the BVI. It may be, however, possible to enforce a foreign judgment by action at common law or,
in the case of judgments from certain jurisdictions, by registration under the Foreign Judgments Reciprocal Enforcement Ordinance or the
Reciprocal Enforcement of Judgments Act in the BVI. It should be noted that not every foreign judgment is capable of enforcement. Some
may lend themselves only to recognition by the BVI courts. The Reciprocal Enforcement of Judgments Act (As Revised) and the Foreign Judgments
(Reciprocal Enforcement) Ordinance (As Revised) does not extend to Israel or the United States of America and thus enforcement by common
law would have to be sought.

 (a) Under common
law, any final and conclusive money judgment for a definite sum obtained against the debtor in the courts of a foreign jurisdiction is
treated by the BVI courts as a cause of action for debt itself so that no retrial of the issues is necessary provided that in respect
of the foreign judgment certain criteria are met.

 Securities and Exchange Commission

 May 7, 2025

 Page 3

 (b) A party to a judicial proceeding in a
foreign court outside the BVI who has in its favor a non-money judgment, such as a declaratory judgment or an injunction, may, in certain
circumstances, be able to enforce that judgment in the courts of the BVI. This would involve that party bringing fresh proceedings in
the BVI in which the equitable doctrine of estoppel could be relied upon to obtain summary judgment from the BVI court on the basis that
it would be an abuse of process for the claim to be re-litigated. In order to avail itself of the equitable doctrine of estoppel, certain
requirements must be met including: (a) the non-money foreign judgment must be based on a cause of action recognized under the law
of the BVI; (b) the foreign judicial proceeding must have identical parties and identical issues; (c) the foreign judgment
must be rendered by a court with judicial authority; (d) the judgment must be final and conclusive; and (e) the judgment debtor
must either have been present in the foreign country at the time the foreign proceedings were commenced, or have submitted to the jurisdiction
of the foreign court by voluntarily appearing in the foreign proceedings, or prior to the commencement of those proceedings, agreed to
submit to the jurisdiction of the foreign court in respect of the subject matter of the proceedings.

 *****

 The Company understands that its management persons
are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff of the Securities and Exchange Commission.

 If you have any questions about the foregoing,
please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.

 Very truly yours,

 /S/ Golenbock Eiseman Assor Bell & Peskoe
 LLP

 Golenbock Eiseman Assor Bell & Peskoe
 LLP

 cc:
 Mr. Chi Kin (Patrick) Cheng,

 Chief Financial Officer

<DOCUMENT>
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<TEXT>
 May 6, 2025

Chi Kin Cheng
Chief Financial Officer
Origin Agritech LTD
Origin R&D Center, Shuangbutou Village
Xushuang Road, Songzhuang Town
Tongzhou District, Beijing, China 101119

 Re: Origin Agritech LTD
 Form 20-F for Fiscal Year Ended December 31, 2024
 Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2024
 Response Letter dated April 11, 2025
 File No. 000-51576
Dear Chi Kin Cheng:

 We have reviewed your April 11, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
11, 2025 letter.

Amendment No. 1 to Annual Report on Form 20-F
Risk Factors
Risks relating to doing business in China, page 22

1. We note your added disclosure regarding the enforceability of civil
liabilities in
 response to previous comment 7. In your future filings, please also
disclose the risks
 discussed in the section captioned "Enforceability of Civil Liabilities"
in a separate
 risk factor, which should contain disclosures consistent with the
separate
 enforceability section.
 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
 May 6, 2025
Page 2

matters. Please contact Robert Augustin at 202-551-8483 or Conlon Danberg at
202-551-
4466 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Attorneys at Law | 711 Third Ave., New York, NY
 10017-4014
 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com

 Direct
Dial No.: (212) 907-7349

 Direct
Fax No.: (212) 754-0330

 Email
Address: AHudders @GOLENBOCK.COM

 April 11, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance – Office of

 Industrial Applications and Services

 Washington, DC 20549

 Attention:
 Ms. Jeanne Baker
Mr. Terence O'Brien
 Mr. Robert Augustin
Mr. Conlon Danberg

 Re:

 Origin Agritech Limited
 Form 20-F Filed February 10, 2025
 File No. 000-51576

 Dear Mr. Augustin and Others:

 Reference is made to the letter of the staff (the
 "Staff") of the Securities and Exchange Commission (the "Commission"), dated March 11, 2025 ("Comment
Letter"), commenting on the initial filing of the Annual Report on Form 20-F ("Form 20-F") of Origin Agritech
Limited (the "Company"), which was filed on February 10, 2025.

 I am responding on behalf of the Company, as its
United States counsel, to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.

 Form 20-F for Fiscal Year Ended September 30, 2024

 Introduction, page 1

 1. We note your definition of "China" or "PRC" refers to the mainland of People's
Republic of China and would appear to exclude Hong Kong. Please clarify that the legal and operational risks associated with your operating
in China also apply to any current or future operations in Hong Kong.

 Securities and Exchange Commission

 April 11,2025

 Page 2

 RESPONSE

 The Form 20-F has been modified to include
the Autonomous Region of Hong Kong ("Hong Kong") as part of the definition of China. I do want to point out that the Company
does not have operations in Hong Kong at this time.

 Part I

 Item 3. Key Information, page 14

 2.
 In the Key Information section,
please disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities
to operate your business and to offer any securities that would be registered to foreign investors. State whether you, your subsidiaries,
or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency that is required to approve the VIE's operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. If applicable, please
disclose whether you relied on counsel in determining you are not required to obtain permissions from or complete filings with the CAC
and CSRC, and if you did, name your PRC counsel. If you did not rely on counsel, please revise to discuss how you came to that conclusion
and explain why you did not need to consult with counsel in that instance. Please also describe the consequences to you and your investors
if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.

 RESPONSE

 In the section "Introduction – Corporate
Structure" there has been added disclosure indicating the different business approvals required of the government for the operations
of the Company, including the CSRC and the CAC, and for the sale of securities of the Company. Also in the referenced section, there has
been indicated the consequence of the Company not having obtained the required applicable approvals.

 For the above referenced disclosure, the Company
has consulted with the law firm, located in Beijing, PRC, King & Wood Mallesons.

 Securities and Exchange Commission

 April 11, 2025

 Page 3

 Risk Factors, page 16

 3. Given the Chinese government's significant oversight and discretion over the conduct and operations
of your business, please revise to describe any material impact that intervention, influence, or control by the Chinese government has
or may have on your business or on the value of your securities. Highlight separately the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities.
Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. We remind you that, pursuant to federal securities rules, the term "control" (including the terms
 "controlling," "controlled by," and "under common control with") means "the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.

 RESPONSE

 In the Risk Factor section of the
Form 20-F, under "Risks relating to doing business in China," there has been added two risk factors about the
significance of PRC government oversight in the Company business operations and the fact that if the PRC government intervened into
 its business the operations would be adversely impacted.

 In the Risk Factor section of the
Form 20-F, under "Risks relating to our corporate structure," there has been added a substantial risk factor that
covers the following: (i) discussion about the M&A Rules, (ii) CSRC oversight, (iii) Cybersecurity Review
Measures, (iv) Overseas Listing Trial Measures, and (v) Provisions on Confidentiality and Archives Administration. There
has been added additional risk factors about government oversight about the Company operations and the impact on operations and
securities offerings, which in part covers the M&A rules and MOC compliance requirements and SAFE requirements.

 The Risk Factor section also has been reviewed
by the Company's PRC counsel, which firm has suggested some other changes to the risk factors presented.

 Item 5 - Operating and Financial Review and Prospects, page 48

 4. Please expand your analysis of operations to quantify the unit volumes and changes in volume related
to material sales of various seed products. Refer to Item 303(b)(2) of Regulation S-K.

 Securities and Exchange Commission

 April 11, 2025

 Page 4

 RESPONSE

 The Company, in Item 5, has expanded the
discussion of the sales of proprietary and non-proprietary seed varieties, comparing fiscal years 2022, 2023 to 2024, and giving the
percentage increase year over year.

 Liquidity and Capital Resources, page 56

 5. Advances to suppliers total 67% of annual cost of sales, as of September 30, 2024. Please discuss
the nature of the advances, the underlying business reasons, significant terms of the transactions, and any risks or potential material
impact to future operations.

 RESPONSE

 The Company has added disclosure to Liquidity and
Capital Resources explaining the advances, business reasons and terms of the advancing transactions. This is both an industry practice
and a practice followed by the Company and, to date, there has been no adverse consequence to the Company in following the practice. Given
the latter, no risk factor has been added to the disclosure.

 Revenue Recognition, page F-16

 6. Please expand your discussion of revenue recognition to disclose:

 · the amount of revenue recognized in the reporting period that was included in the contract liabilities
balance at the beginning of the period;

 · an explanation of how the timing of satisfaction of your performance obligations relates to the typical
timing of payment and the effect those factors have on the contract liabilities balance;

 ·
 an explanation of the significant
changes in the advances from customers balance during the year, including a discussion of significant payment terms.

 Please refer to paragraphs 8 through 10 of ASC 606-10-50.

 RESPONSE

 The Company has added disclosure in the revenue
recognition discussion in the financial statements about its contract liabilities that, for the Company, primarily represent consideration
received from customers for hybrid corn seed in advance of fulfilling performance obligations. Additionally, there has been added a table
showing the de-recognition of contract liability, customer prepayments and revenue recognized for the three fiscal years 2022-2024.

 Securities and Exchange Commission

 April 11, 2025

 Page 5

 General

 7. To the extent that one or more of your officers and/or directors are located in China or Hong Kong,
please create a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities
due to your officers and directors being located in China or Hong Kong. Please identify each officer and/or director located in China
or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example,
revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor,
which should contain disclosures consistent with the separate section.

 RESPONSE

 In addition to the risk factors that are already
included in the Risk Factor section, under the section "Risks relating to doing business in China," there has been added a
section to "Item 6, Directors, Senior Management and Employees," entitled "F. Enforcement of Civil Liabilities."

 We have identified the persons among our management and directors listed
in the Form 20-F who are located outside the United States. There is also discussion about the corporate statute of the British Virgin
Islands which may cause difficulty in the enforcement of actions against the Company.

 8. We note that you appear to conduct a portion of your operations in, or appear to rely on counterparties
that conduct operations in, the Xinjiang Uyghur Autonomous Region. To the extent material, please describe how your business segments,
products, lines of service, projects, or operations are impacted by the Uyghur Forced Labor Prevention Act (UFLPA), that, among other
matters, prohibits the import of goods from the Xinjiang Uyghur Autonomous Region.

 RESPONSE

 The Company, historically, has not exported
any of its products directly or indirectly to the United States and it is not likely that the Company will be exporting any of its
products in the foreseeable future. Therefore, the Company does not anticipate any material or adverse effect on its business
operations or financial condition resulting from the UFLPA. Moreover, the Company recognizes the importance of adhering to
applicable labor law. The Company has robust measures in place to ensure compliance with all relevant laws and regulations,
including those related to labor practices. The Company operations in Xinjiang are conducted in accordance with ethical and legal
standards, and it does not engage in or support forced labor in any form.

 Securities and Exchange Commission

 April 11, 2025

 Page 6

 The Company has amended its risk factors which
covers the above response to the Staff comment.

 *****

 The Company understands that its management persons
are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff of the Securities and Exchange Commission.

 If you have any questions about the foregoing,
please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.

 Very truly yours,

 /S/ Golenbock Eiseman Assor Bell & Peskoe LLP

 Golenbock Eiseman Assor Bell & Peskoe LLP

 cc:            Mr. Chi
Kin (Patrick) Cheng,

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Chi Kin Cheng
Chief Financial Officer
Origin Agritech LTD
Origin R&D Center, Shuangbutou Village
Xushuang Road, Songzhuang Town
Tongzhou District, Beijing, China 101119

 Re: Origin Agritech LTD
 Form 20-F filed February 10, 2025
 File No. 000-51576
Dear Chi Kin Cheng:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended September 30, 2024
Introduction, page 1

1. We note your definition of "China or PRC refers to the mainland
of People s
 Republic of China and would appear to exclude Hong Kong. Please clarify
that the
 legal and operational risks associated with your operating in China also
apply to any
 current or future operations in Hong Kong.
Part I
Item 3. Key Information, page 14

2. In the Key Information section, please disclose each permission or
approval that you,
 your subsidiaries, or the VIEs are required to obtain from Chinese
authorities to
 operate your business and to offer any securities that would be
registered to foreign
 investors. State whether you, your subsidiaries, or VIEs are covered by
permissions
 requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
 Administration of China (CAC) or any other governmental agency that is
required to
 approve the VIE s operations, and state affirmatively whether you have
received all
 March 11, 2025
Page 2

 requisite permissions or approvals and whether any permissions or
approvals have
 been denied. If applicable, please disclose whether you relied on
counsel in
 determining you are not required to obtain permissions from or complete
filings with
 the CAC and CSRC, and if you did, name your PRC counsel. If you did not
rely on
 counsel, please revise to discuss how you came to that conclusion and
explain why
 you did not need to consult with counsel in that instance. Please also
describe the
 consequences to you and your investors if you, your subsidiaries, or the
VIEs: (i) do
 not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that
 such permissions or approvals are not required, or (iii) applicable
laws, regulations, or
 interpretations change and you are required to obtain such permissions
or approvals in
 the future.
Risk Factors, page 16

3. Given the Chinese government s significant oversight and discretion
over the conduct
 and operations of your business, please revise to describe any material
impact that
 intervention, influence, or control by the Chinese government has or may
have on
 your business or on the value of your securities. Highlight separately
the risk that the
 Chinese government may intervene or influence your operations at any
time, which
 could result in a material change in your operations and/or the value of
your
 securities. Also, given recent statements by the Chinese government
indicating an
 intent to exert more oversight and control over offerings that are
conducted overseas
 and/or foreign investment in China-based issuers, acknowledge the risk
that any such
 action could significantly limit or completely hinder your ability to
offer or continue
 to offer securities to investors and cause the value of such securities
to significantly
 decline or be worthless. We remind you that, pursuant to federal
securities rules, the
 term control (including the terms controlling, controlled
by, and under
 common control with ) means the possession, direct or indirect, of
the power to
 direct or cause the direction of the management and policies of a
person, whether
 through the ownership of voting securities, by contract, or otherwise.
Item 5 - Operating and Financial Review and Prospects, page 48

4. Please expand your analysis of operations to quantify the unit volumes
and changes in
 volume related to material sales of various seed products. Refer to Item
303(b)(2) of
 Regulation S-K.
Liquidity and Capital Resources, page 56

5. Advances to suppliers total 67% of annual cost of sales, as of September
30, 2024.
 Please discuss the nature of the advances, the underlying business
reasons, significant
 terms of the transactions, and any risks or potential material impact to
future
 operations.
Revenue Recognition, page F-16

6. Please expand your discussion of revenue recognition to disclose:
 the amount of revenue recognized in the reporting period that was
included in the
 contract liabilities balance at the beginning of the period;
 an explanation of how the timing of satisfaction of your performance
obligations
 March 11, 2025
Page 3

 relates to the typical timing of payment and the effect those
factors have on the
 contract liabilities balance;
 an explanation of the significant changes in the advances from
customers balance
 during the year, including a discussion of significant payment
terms.
 Please refer to paragraphs 8 through 10 of ASC 606-10-50.
General

7. To the extent that one or more of your officers and/or directors are
located in China
 or Hong Kong, please create a separate Enforceability of Civil
Liabilities section for
 the discussion of the enforcement risks related to civil liabilities due
to your officers
 and directors being located in China or Hong Kong. Please identify each
officer
 and/or director located in China or Hong Kong and disclose that it will
be more
 difficult to enforce liabilities and enforce judgments on those
individuals. For
 example, revise to discuss more specifically the limitations on
investors being able to
 effect service of process and enforce civil liabilities in China, lack
of reciprocity and
 treaties, and cost and time constraints. Also, please disclose these
risks in a separate
 risk factor, which should contain disclosures consistent with the
separate section.
8. We note that you appear to conduct a portion of your operations in, or
appear to rely
 on counterparties that conduct operations in, the Xinjiang Uyghur
Autonomous
 Region. To the extent material, please describe how your business
segments, products,
 lines of service, projects, or operations are impacted by the Uyghur
Forced Labor
 Prevention Act (UFLPA), that, among other matters, prohibits the import
of goods
 from the Xinjiang Uyghur Autonomous Region.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Augustin at 202-551-8483 or Conlon Danberg at
202-551-
4466 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 18, 2022
Han Gengchen
Chairman and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
People's Republic of China
Re:Origin Agritech Limited
Form 20-F for the Fiscal Year Ended September 30, 2021
Filed February 4, 2022
File No. 000-51576
Dear Han Gengchen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Golenbock
Eiseman Assor bell & Peskoe llp

711
third Avenue – 17th Floor

New
York City, New York 10017

Direct
Dial No.: (212) 907-7349

Direct
Fax No.: (212) 754-0330

Email
Address: AHudders@golenbock.com

October 12, 2022

United States Securities and Exchange Commission

Division of Corporation Finance – Office of

Life Sciences

Washington, DC 20549

 Attention: Christie Wong

Brian Cascio

Tyler Howes

Celeste Murphy

    Re:

    Origin Agritech
    Limited

    Amendment No.
    3 to Form 20-F for Fiscal Year Ended

    September 30,
    2021

    File No. 000-51576

Dear Sirs and Mesdames:

Reference is made to the letter
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 27, 2022.
This letter sets forth below the comments of that letter to Amendment No. 2 to Form 20-F for the Fiscal Year Ended September 30, 2021
(“20-F”), of Origin Agritech Limited (the “Company”), filed on September 22, 2022, followed by the responses of
the Company. I am responding on behalf of the Company as its counsel.

Amendment No. 2 to Form 20-F for Fiscal Year
Ended September 30, 2021

Introduction

Corporate Structure, page 3

 1. We note your response to prior comment 4 and reissue in part. Please remove the statements appearing on page
5 claiming the VIE structure is designed to replicate the same economic benefits as direct equity ownership as it is improper to imply
that contractual agreements are equivalent to equity ownership. We also note that you continue to refer to the VIE as "our VIE"
on pages 7 and 33. Please revise as appropriate.

Response: The Amended Form 20-F has been edited
to remove references to replication of ownership through a VIE arrangement and to remove the use of “our VIE” on the pages
noted in the Staff comment above.

Internal Cash Transfers and Dividends, page
7

 2. We note your response to prior comment 3 and reissue in part. Please further revise
this Securities and Exchange Commission section to include a cross reference to the condensed consolidating schedule and the consolidated
financial statements.

Response: The Amended Form 20-F
has been edited to clarify the discussion of internal cash transfers and dividends and to add a cross reference to the condensed consolidating
schedule and the consolidated financial statements.

Selected Condensed Consolidated Financial Information
, page 9

 3. We note your response to comment 5. Please revise and properly disclose the fiscal years for each schedule
presented. The condensed consolidating schedule of financial position, cash flows and results of operations should be presented as of
the same dates and for the same periods for which audited consolidated financial statements disclosed on page F-4 to F-8.

Response: The Amended Form 20-F
has been edited to correct the dates for the period discussed in the tables under the subheading “Selected Condensed Consolidated
Financial Information.”

Item 5. Operating and Financial Review and
Prospects

Results of Operations - Revenues, page 41

 4. We note your response to comment 8. Please revise and disclose the reasons of the
revenue decline in FY 2021, similar to your explanation in the response. Also, as previously requested, please revise to explain the reason
for the significant decline in revenues in fiscal year 2020 compared to fiscal year 2019.

Response:

Due to the nature of our business, the seed sold
in one fiscal year was produced in previous years. There have been over supply issues in Chinese seed market in last several years. We
have had carry over inventory that cannot meet our quality standards and, thus, were sold as scrap, which significantly decreased its
value and our revenues. The following tables show the detailed seed inventory and scrap sale quantity in both FY2020 and FY 2021.

    FY2020 Available Seed For Sale (metric ton)

    Year Produced
    Total Seed Inventory
    Good quality Seed Inventory
    Sales
    Carry Over

    seed sale quantity
    seed sale revenue

(RMB '000)
    scrap sale quantity
    scrap sale revenue

(RMB '000)

    2016 or before
     1,597
     274
     274
     1,370
     1,323
     470
     -

    2017
     563
     563
     128
     789
     -
     -
     435

    2018
     674
     674
     389
     3,357
     -
     -
     285

    2019
     2,557
     2,557
     2,331
     46,527
     -
     -
     226

    2020
     -
     -
     -
     -
     -
     -
     -

    total
     5,391
     4,068
     3,122
     52,043
     1,323
     470
     946

    FY2021 Available Seed For Sale (metric ton)

    Year Produced
    Total Seed Inventory
    Good quality Seed Inventory
    Sales
    Carry Over

    seed sale quantity
    seed sale revenue

(RMB '000)
    scrap sale quantity
    scrap sale revenue

(RMB '000)

    2016 or before
     -
     -
     -
     -
     -
     -
     -

    2017
     435
     195
     195
     1,625
     240
     720
     -

    2018
     285
     285
     285
     1,460
     -
     -
     -

    2019
     226
     226
     226
     3,430
     -
     -
     -

    2020
     2,131
     2,131
     1,833
     38,503
     -
     -
     298

    2021
     -
     -
     -
     -
     -
     -
     -

    total
     3,077
     2,837
     2,539
     45,018
     240
     720
     298

The decline in revenues for FY 2021 and FY2020 was
overall a decline in sales of our crop seed products. We believe the decline was due to a shortage of our inventory supply and, more generally,
increasing competition in seed market.

We had a shortage of inventory supply because parts
of our older inventory deteriorated to such a degree that it became scrap seed, and our production of new seed product had not increased
sufficiently to meet needed capacity. From 2015 to 2017, we have greatly overproduced our inventory. Seeds that weren’t sold subsequent
years aged and became old inventory. Because of our larger inventory levels we decided to produce less seed in subsequent years. As time
passed, we found the old seed inventory began to fall below our quality standards, one being the germination rate, for example. Additionally,
the older corn seed varieties were becoming less popular with growers. In the 2019-2020 season, we scrapped 1,323 metric tons of seed,
which meant they were sold as normal feed crop other than seed, at greatly discounted prices, namely ‘scrap sale’. As a result,
our supply to distributors for 2020 was decreased, and thus sales also were decreased. Moreover, we scrapped another 240 metric tons of
seed in 2020, which likewise influenced our supply for 2021 and led to a decline in sales and revenue.

As a result, we believe we have cleaned up all of
our inventory levels and the quality levels during the last two years. We believe that now we currently have a seed inventory available
for sale where most seed is newly produced.

General and Administrative , page 42

 5. We note your response to comment 9. As previously requested,
please revise to quantify and discuss each of the reasons for the significant increase in general and administrative expenses in fiscal
2020 compared to 2019.

Response:

    2019
    2020
    2021

    Bad-debt Provision
    Nil
    RMB28.3million
    RMB40.5million

    Shihui

    RMB28.3million

    Linze

    Nil
    RMB40.5million

The increase of RMB30.8 million in general and
administrative expenses in fiscal 2020 compared to 2019 was due to an increase in the bad-debt provision of RMB28.3 million. In 2019,
there was no bad-debt provision. The bad debt related to Shihui.

The increase of RMB15.3 million in general and
administrative expenses in FY 2021 compared to FY 2020 was due to the increase in the bad-debt provision of RMB12.2 million recorded in
FY 2021. The bad debt was related to the obligations of Linze to the Company.

If you have any questions
about the foregoing, please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.

Very truly yours,

/S/ Golenbock Eiseman Assor
Bell & Peskoe LLP

Golenbock Eiseman Assor Bell
 & Peskoe LLP

 cc: Dr. Gengchen Han

Chairman and Chief Executive
Officer

United States securities and exchange commission logo
September 27, 2022
Han Gengchen
Chairman and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
People's Republic of China
Re:Origin Agritech Limited
Amendment No. 2 to Form 20-F for Fiscal Year Ended
September 30, 2021
File No. 000-51576
Dear Dr. Gengchen:
            We have reviewed your September 22, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 19, 2022 letter.
Amendment No. 2 to Form 20-F for Fiscal Year Ended September 30, 2021
Introduction
Corporate Structure, page 3
1.We note your response to prior comment 4 and reissue in part.  Please remove the
statements appearing on page 5 claiming the VIE structure is designed to replicate the
same economic benefits as direct equity ownership as it is improper to imply that
contractual agreements are equivalent to equity ownership.  We also note that you
continue to refer to the VIE as "our VIE" on pages 7 and 33.  Please revise as appropriate.
Internal Cash Transfers and Dividends, page 7
2.We note your response to prior comment 3 and reissue in part.  Please further revise this

 FirstName LastNameHan Gengchen
 Comapany NameOrigin Agritech Limited
 September 27, 2022 Page 2
 FirstName LastName
Han Gengchen
Origin Agritech Limited
September 27, 2022
Page 2
section to include a cross reference to the condensed consolidating schedule and the
consolidated financial statements.
Selected Condensed Consolidated Financial Information , page 9
3.We note your response to comment 5.  Please revise and properly disclose the fiscal years
for each schedule presented. The condensed consolidating schedule of financial position,
cash flows and results of operations should be presented as of the same dates and for the
same periods for which audited consolidated financial statements disclosed on page F-4 to
F-8.
Item 5. Operating and Financial Review and Prospects
Results of Operations - Revenues, page 41
4.We note your response to comment 8.  Please revise and disclose the reasons of the
revenue decline in FY 2021, similar to your explanation in the response.  Also, as
previously requested, please revise to explain the reason for the significant decline in
revenues in fiscal year 2020 compared to fiscal year 2019.
General and Administrative , page 42
5.We note your response to comment 9. As previously requested, please revise to quantify
and discuss each of the reasons for the significant increase in general and administrative
expenses in fiscal 2020 compared to 2019.
            You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Celeste Murphy at 202-551-3257 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP

711 Third Avenue – 17th Floor

New York City, New York 10017

Direct Dial No.: (212) 907-7349

Direct Fax No.: (212) 754-0330

Email Address: AHudders@golenbock.com

September 21, 2022

United States Securities and Exchange Commission

Division of Corporation Finance – Office of

Life Sciences

Washington, DC 20549

Attention:	     Christie
Wong

Brian Cascio

Tyler Howes

Celeste Murphy

    Re:
    Origin Agritech Limited

    Amendment No. 1 to Form 20-F for
    Fiscal Year Ended September 30, 2021

    Filed August 8, 2022

    File No. 000-51576

Dear Sirs and Mesdames:

Reference is made to the letter
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 19,
2022. This letter sets forth below the comments of that letter to Amendment No. 1 to Form 20-F for the Fiscal Year Ended September 30,
2021 (“20-F”), of Origin Agritech Limited (the “Company”), filed on August 8, 2022, followed by the responses
of the Company. I am responding on behalf of the Company as its counsel.

Amendment No. 1 to Form 20-F
for Fiscal Year Ended September 30, 2021

Introduction

Corporate Structure, page 3

 1. We note
                                            disclosure stating that you are a holding company incorporated in the British Virgin Islands
                                            with all of your operations located in China. We also note that some of these operations
                                            are conducted through a variable interest enterprise, or VIE. Please include a cross-reference
                                            to your detailed discussion of risks facing the company as a result of your operating structure.

Securities and Exchange Commission

September 21, 2022

Page 2

Response:

The Company has included in the Introduction
Section of Form 20-F, as amended, a cross reference to the risk factors about the corporate organization and being an operating
company in the Peoples’ Republic of China (“PRC”)

 2. Please
                                            revise to discuss how recent statements and regulatory actions by China’s government,
                                            such as those related to the use of variable interest entities and data security or anti-monopoly
                                            concerns, have or may impact the company’s ability to conduct its business, accept
                                            foreign investments, or list on a U.S. or other foreign exchange. Please also disclose whether
                                            your auditor is subject to the determinations announced by the PCAOB on December 16,
                                            2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations
                                            will affect your company.

Response:

The Company has added disclosure to the Introduction
Section of Form 20-F, as amended, to discuss the changes in regulation by the PRC about the use of variable interest entities
and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other foreign exchange.

I reiterate that the B F Borgers CPA PC, the
reviewing accountants for the Company, is located in the United States, in Lakewood, Colorado, and is subject to the PCAOB. That firm
has confirmed that the work papers and other company information is fully available to the PCAOB, in this country. As a result, it is
the belief of the Company that the Holding Foreign Companies Accountable Act and related regulations will not affect the Company.

 3. Please
                                            revise to provide a more detailed description of how cash is transferred through your organization
                                            and disclose your intentions to distribute earnings. Discuss whether you have specific cash
                                            management policies and procedures in place that dictate how funds are transferred through
                                            your organization. If you have cash management policies and procedures, please add a related
                                            description here. Please also provide cross-references to the condensed consolidating schedule
                                            and the consolidated financial statements.

Securities and Exchange Commission

September 21, 2022

Page 3

Response:

Cash is transferred through our organization
in the following manner:

●	     Our
equity structure is a VIE structure, that is, Origin Agritech, the British Virgin Islands entity listed in the U.S., through State Harvest
Holdings, a British Virgin Islands subsidiary of Origin Agritech and its wholly-owned China Mainland subsidiary Beijing State Harvest
Biotechnology, controls its operating entities Beijing Origin Seed Limited and its subsidiary Xinjiang Originbo Seed Limited in Mainland
China, under a VIE arrangement.

●	     As
of the date of this report, neither Origin Agritech nor any of its subsidiaries have paid dividends or made distributions to U.S. investors.

●	     Within
our VIE structure, the cross-border transfer of funds from Origin Agritech to its Chinese subsidiaries is legal and compliant with the
laws and regulations of China. Origin Agritech is permitted to provide funding to its subsidiaries in mainland China in the form of shareholder
loans or capital contributions, subject to satisfaction of applicable government registration, approval and filing requirements of the
respective jurisdiction. There are no quantity limits on Origin Agritech’s ability to make capital contributions to its subsidiaries
in mainland China under the PRC regulations. If we transfer any of the proceeds to one of our PRC subsidiaries through loans, under current
PRC law we will need to register such loans with the SAFE or one of its local branches, and the amount that we may convert into RMB and
loan to one of these entities will be limited by applicable SAFE regulations, in the case of a loan to one of our PRC subsidiaries, to
the greater of (i) the difference between the subsidiary’s approved total investment and the subsidiary’s total registered
capital and (ii) two times the PRC subsidiary’s net assets.

●	     As
a holding company, Origin Agritech relies on dividends and other distributions on equity paid by its operating subsidiaries in mainland
China for cash requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders or to any
service expenses it may incur. For operating subsidiaries in mainland China, they will first transfer funds to State Harvest Holdings
Limited in accordance with applicable laws and regulations of mainland China, and then to Origin Agritech. Origin Agritech will then
distribute dividends to its shareholders in proportion to their respective shareholding. As of the date of this report, none of our subsidiaries
has made any transfers, dividends or other distributions to Origin Agritech. We intend to retain most, if not all, of our available funds
and any future earnings to the development and growth of our business in China and do not expect to pay dividends in the foreseeable
future.

●	     The
ability of our subsidiaries in mainland China to distribute dividends is based upon their distributable earnings. Current PRC regulations
permit these subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined
in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in mainland China is required to set
aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered
capital. These reserves are not distributable as cash dividends. In addition, if any of our operating subsidiaries incurs debt on its
own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Origin Agritech. We believe,
other than above, current PRC regulations do not prohibit or limit using cash generated from one subsidiary to fund another subsidiary’s
operations. We currently do not have our own cash management policy and procedures that dictate how funds are transferred.

Securities and Exchange Commission

September 21, 2022

Page 4

We have revised our 20-F to add the required
disclosures.

 4. Please
                                            refrain from implying that the contractual agreements are equivalent to equity ownership
                                            in the business of the VIE. Any references to control or benefits that accrue to you because
                                            of the VIE should be limited to a clear description of the conditions you have satisfied
                                            for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
                                            that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose,
                                            if true, that the VIE agreements have not been tested in a court of law.

Response:

The Company has reviewed the sections in the
current amendment and edited those places where it believes it has suggested that the consignment agreements, the basis of the VIE elements
of the Company, is equivalent to control by indicating contractual control rather than equity control.

The Company evaluates all transactions and relationships with variable
interest entities (“VIE”) to determine whether the Company is the primary beneficiary of the entities in accordance with
FASB ASC 810, Consolidation.

The Company’s overall methodology for evaluating transactions
and relationships under the VIE requirements includes the following two steps:

    •
    determine
    whether the entity meets the criteria to qualify as a VIE; and

    •
    determine
    whether the Company is the primary beneficiary of the VIE.

Securities and Exchange Commission

September 21, 2022

Page 5

In performing the first step, the significant factors and judgments
that the Company considers in making the determination as to whether an entity is a VIE include:

    •
    the design
    of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that
    the entity was designed to create and distribute to its interest holders;

    •
    the nature of the Company’s
    involvement with the entity;

    •
    whether control of the entity
    may be achieved through arrangements that do not involve voting equity;

    •
    whether there is sufficient
    equity investment at risk to finance the activities of the entity; and

    •
    whether parties other than the equity holders have the obligation
    to absorb expected losses or the right to receive residual returns.

If the Company identifies a VIE based on the above considerations,
it then performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant
factors and judgments:

    •
    whether the entity has the
    power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance;
    and

    •
    whether the entity has the
    obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive
    benefits from the entity that could potentially be significant to the variable interest entity.

Based on its evaluation of the above factors and judgments, as of September 30,
2021, 2020 and 2019, the Company consolidated any VIEs in which it was the primary beneficiary.

Securities and Exchange Commission

September 21, 2022

Page 6

The Company has disclosed that the VIE agreements
have not been tested in a court of law as to their enforceability and providing the benefits of their terms.

Corporate Structure , page 3

 5. We note
                                            that the consolidated VIEs constitute a material part of your consolidated financial statements.
                                            Please provide in tabular form a condensed consolidating schedule that disaggregates the
                                            operations and depicts the financial position, cash flows, and results of operations as of
                                            the same dates and for the same periods for which audited consolidated financial statements
                                            are required. The schedule should present major line items, such as revenue and cost of goods/services,
                                            and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany
                                            receivables and investment in subsidiary. The schedule should also disaggregate the parent
                                            company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary
                                            of the VIEs, and an aggregation of other entities that are consolidated. The objective of
                                            this disclosure is to allow an investor to evaluate the nature of assets held by, and the
                                            operations of, entities apart from the VIE, as well as the nature and amounts associated
                                            with intercompany transactions. Any intercompany amounts should be presented on a gross basis
                                            and when necessary, additional disclosure about such amounts should be included in order
                                            to make the information presented not misleading.

Response:

We have revised our Form 20-F to include
this financial data.

Item 3. Key Information

Risk Factors, page 7

 6. Revise
                                            your risk factors to acknowledge that if the PRC government determines that the contractual
                                            arrangements constituting part of the VIE structure do not comply with PRC regulations, or
                                            if these regulations change or are interpreted differently in the future, your securities
                                            may decline in value or become worthless if the determinations, changes, or interpretations
                                            result in your inability to assert contractual control over the assets of your PRC subsidiaries
                                            or the VIEs that conduct all or substantially all of your operations.

Securities and Exchange Commission

September 21, 2022

Page 7

Response:

The Company has added risk factors to indicate
that the PRC government may determine that the consignment agreements of the Company do not comply with PRC law and regulation, and also
that the PRC government may assert control over the Company for that and other reasons. It is also disclosed that if the PRC government
acts towards the Company negatively based on the above, the consequence will be a negative impact on the Company and that the Company
and stock value will decline or become worthless.

 7. Given the
                                            Chinese government’s significant oversight and discretion over the conduct of your
                                            business, please revise to highlight separately the risk that the Ch

United States securities and exchange commission logo
August 19, 2022
Han Gengchen
Chairman and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
People's Republic of China
Re:Origin Agritech Limited
Amendment No. 1 to Form 20-F for Fiscal Year Ended September 30, 2021
Filed August 8, 2022
File No. 000-51576
Dear Dr. Gengchen:
            We have reviewed your August 8, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 8, 2022 letter.
Amendment No. 1 to Form 20-F for Fiscal Year Ended September 30, 2021
Introduction
Corporate Structure, page 3
1.We note disclosure stating that you are a holding company incorporated in the British
Virgin Islands with all of your operations located in China.  We also note that some of
these operations are conducted through a variable interest enterprise, or VIE.  Please
include a cross-reference to your detailed discussion of risks facing the company as a
result of your operating structure.
2.Please revise to discuss how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security

 FirstName LastNameHan Gengchen
 Comapany NameOrigin Agritech Limited
 August 19, 2022 Page 2
 FirstName LastNameHan Gengchen
Origin Agritech Limited
August 19, 2022
Page 2
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.  Please
also disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
3.Please revise to provide a more detailed description of how cash is transferred through
your organization and disclose your intentions to distribute earnings.  Discuss whether you
have specific cash management policies and procedures in place that dictate how funds are
transferred through your organization.  If you have cash management policies and
procedures, please add a related description here.  Please also provide cross-references to
the condensed consolidating schedule and the consolidated financial statements.
4.Please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIE.  Any references to control or benefits that accrue to
you because of the VIE should be limited to a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP.  Additionally, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes.
Please also disclose, if true, that the VIE agreements have not been tested in a court of
law.
Corporate Structure , page 3
5.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

Item 3. Key Information
Risk Factors, page 7
6.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC

 FirstName LastNameHan Gengchen
 Comapany NameOrigin Agritech Limited
 August 19, 2022 Page 3
 FirstName LastNameHan Gengchen
Origin Agritech Limited
August 19, 2022
Page 3
regulations, or if these regulations change or are interpreted differently in the future,
your securities may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of your securities to significantly decline or be worthless.
Item 5. Operating and Financial Review and Prospects
Results of Operations - Revenues , page 47
8.We reference your response to comment 2.  You indicate that the decline in revenue in
fiscal year 2021 was mainly due to significant scrap sales in fiscal year 2020. However,
we note from page 47 that the scrap sales increased for fiscal year 2021. In addition,
revenue from hybrid corn seed decreased significantly in fiscal 2021 compared to fiscal
2020. Please revise to clarify the reason for the significant decline in revenues in fiscal
2021. Please also revise to explain the reason for the significant decline in revenues in
fiscal 2020 compared to fiscal 2019.
General and Administrative , page 48
9.We note your response to comment 1.  Fiscal year 2021 general and administrative
expenses were approximately RMB15.2 million higher than the prior year, most of which
appears to relate to the increase in the bad debt provision.  Please clarify the reason for the
significant increase in the bad debt provision during the year.  In addition, clarify the
impairments recorded in fiscal 2021 and the reason for the impairments. We note from
page F-7 that most of the impairment appears to relate to property and equipment.
However, your discussion on page 48 indicates that the impairment is for land use right
and intangible assets related to Xinjiang Origin.  In addition, quantify and discuss each of
the reasons for the significant increase in general and administrative expenses in fiscal
2020 compared to 2019.
            You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Celeste Murphy at 202-551-3257 with any other
questions.

 FirstName LastNameHan Gengchen
 Comapany NameOrigin Agritech Limited
 August 19, 2022 Page 4
 FirstName LastName
Han Gengchen
Origin Agritech Limited
August 19, 2022
Page 4
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Golenbock
Eiseman Assor Bell & Peskoe LLP

711
Third Avenue - 17th Floor

New
York, NY 10017

Direct
Dial No.: (212) 907-7349

Direct
Fax No.: (212) 754-0330

Email
Address: AHudders@golenbock.com

August 8, 2022

United States Securities and Exchange Commission

Division of Corporation Finance – Office of

Life Sciences

Washington, DC 20549

    Attention:
    Christie Wong

    Brian Cascio

    Tyler Howes

    Celeste Murphy

    Re:

    Origin Agritech Limited

    Form 20-F for Fiscal Year Ended September 30,
    2021

    Filed February 4, 2022

    File No. 000-51576

Dear Sirs and Mesdames:

Reference is made to the letter
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 8, 2022. This
letter sets forth below the comments of that letter to the Form 20-F for the Fiscal Year Ended September 30, 2021 (“20-F”),
of Origin Agritech Limited (the “Company”), filed on February 4, 2022, followed by the responses of the Company. I am responding
on behalf of the Company as its counsel.

Item 5. Operating and Financial review and
Prospects

Operating Expenses, General and Administrative
Expenses, page 49

1.       Please
quantify and discuss the one-time expenses that resulted in the significant increase in operating and general and administrative expenses
each period. In addition, quantify each of the items that resulted in the significant increase in general and administrative expenses
each period. Amounts included related to government subsidies discussed on page F-16 should also be disclosed.

Response:

During the year ended September 30, 2021,
there was a significant increase over the year ended September 30, 2020 in operating and general and administrative expenses due to certain
one-time expenses. These were non-recurring expenses and are not expected to occur in future operations.

Securities and Exchange Commission

August 8, 2022

Page 2

The Staff’s question regarding operating
expenses refers to the overall category of operating expenses which includes general and administrative expenses on our consolidated statements
of operations. The discussion of expenses which had a significant increase year over year has been added to the section for general and
administrative expenses for additional detail within the section for Results of Operations, in Item 5. Operating And Financial Review
and Prospectus.

The following is a discussion related
to the one-time expenses as well as increases in general and administrative expenses:

Bad Debt Provision

Increased by approximately RMB12.2M
(43%). During 2021, the increase in our bad debt provision related to due from related parities Beijing Shihui and Linze Origin Seeds
Ltd.

Impairment of Asset - Fixed Assets

Increased by approximately RMB36.7M
(153%). During 2021, the increase in our impairment of fixed assets related to its subsidiary Xinjiang Originbo Seed Limited (“Xinjiang
Origin”).

Impairment of Assets - Land Use
Rights and Intangible Asset

Increased by approximately RMB5M (185%).
During 2021, the increase in our impairment of land use rights and intangible asset related to its subsidiary Xinjiang Origin.

Government Subsidies

We note that a discussion of amounts had
been included in the filing of page F-16. Please clarify any additional questions or comments.

However, to reiterate, included as a component
of our research and development expenses were government subsidies that were recorded as a reduction in the consolidated statements of
operations.

Securities and Exchange Commission

August 8, 2022

Page 3

Total government subsidies for the year
2021 totaled approximately RMB13M as compared to approximately RMB5M for the year ended 2020, an increase of approximately RMB8M (160%).
During 2021, the Company received a significant increase in government subsidies due to GMO research and product development.

Results of Operations - Revenues , page
49

2.       Please
disclose the nature of scrap sales and the specific reasons for the significant variances in these sales each period.

Response:

Additional disclosure has been added to
the Results of Operations section under revenues, contained in Item 5. Operating and Financial Review and Prospectus.

In the aggregate, scrap sales make up an
immaterial amount of our total sales for all periods presented. There was an immaterial change in scrap sales year over year.

Due to the nature of the seed industry,
we normally produce our hybrid corn seeds according to our annualized production plan that is developed at least one year before expected
delivery to our customers. If our production plan is too aggressive, we may produce more seeds than the market demands, resulting in aged
seeds that initially go unsold. We may decide not to sell the aged seeds as crop seed products to maintain our consistent high seed quality.
We perform testing regularly on our seed products such as germination rate testing. In the event we conclude that our seeds are not meeting
our quality control standards as crop seed, the aged seed inventory may be sold as common feed products at greatly reduced prices, which
results in additional revenue to the Company in the form of scrap sales.

Financial Statements

Note 2. Summary of Significant Accounting
Policies

Revenue recognition , page F-16

3.       Please
tell us your consideration of revenue disaggregation and the disclosure of contract balances as required by ASC 606-10-50-5 through 50-8.
We note you have RMB45.8 million advances from customers.

Securities and Exchange Commission

August 8, 2022

Page 4

Response:

Pursuant to ASC 606-10-50-5 though 50-8,
the Company has determined that its disaggregated revenues come from the sale of our hybrid corn seed as well as the sale of our scrap.
Scrap sales are included as a component of our total revenues and are not material. The Company only operates in one segment and ASC Topic
280 does not apply.

For the year ended September 30, 2021,
we had revenues of RMB45.71M for hybrid corn seed (98%) and scrap revenue of RMB0.72M (2%).

For the year ended September 30, 2020,
we had revenues of RMB52.04M for hybrid corn seed (99%) and scrap revenue of RMB0.47M (1%).

We note in the Basis for Conclusions of
ASU 2014-09, the Board decided not to prescribe a specific characteristic of revenue as the basis for disaggregation because it intended
for entities to make this determination based on entity and/or industry-specific factors that are the most meaningful for their businesses.
The Board acknowledged that an entity may need to use more than one type of category to disaggregate its revenue.

We will consider in future filings separating
these items on the face of our consolidated statements of operations or in a separate footnote depending on materiality. Currently, we
do not believe separating these line items result in a materially different presentation in our consolidated statements of operations
and would not necessarily provide any additional useful information to a reader of our financial statements.

In accordance with ASC 606-10-50-8, the
Company will amend its disclosure to indicate amounts of deferred revenue (approximately RMB45.8M) recorded in 2021, which will be recognized
in future periods. However, at this time, the Company has determined that this amount will be recognized during the years ended September
30, 2022 and 2023. The Company will perform a more complete analysis in connection with the closing of its books for the year ended September
30, 2022.

Additionally, the Company has amended their
filing to include a related policy disclosure for contract liabilities (deferred revenue).

Note 4. Discontinued Operations , page F-21

4.       We
note on page 49 that your inventory and provisions related to the seed production and distribution business are reported in discontinued
business. Please clarify whether this is related to the Beijing Shihui as disclosed in Note 4. If so, tell us your consideration of ASC
205-20-50.

Securities and Exchange Commission

August 8, 2022

Page 5

Response:

The transaction as previously disclosed
is correct, however, we would like to clarify that there were no discontinued operations subsequent to the year ended September 30, 2018.
There were no operations or cash flows generated from Shihui subsequent to the year ended September 30, 2018. We will amend the language
in the filing accordingly to remove the sentence which previously said, “Our inventories and provisions related to the seed production
and distribution business are reported in discontinued business.” Additionally, we removed the wording “…in the continuing
business…”to help clarify there were no discontinued operations.

General

5.       We
note that all of your business activities currently take place in China. Please review the Division of Corporation Finance's December
20, 2021 guidance "Sample Letter to China-Based Companies“ available at: https://www.sec.gov/corpfin/sample-letter-china-based-companies
and update your disclosure to further highlight the legal and operational risks associated with being a China-based company.

Response:

The Company has reviewed the “Sample
Letter to China-Based Companies.” The Company has made edits to its prior disclosure to address several points in the sample letter
and things discussed with Mr. Howes on July 22, 2022 by telephone with the undersigned.

For the Amended Form 20-F, the Company
has added the following, among other edits:

(i)       under
the initial discussion of the corporate structure in the “Introduction”, an ownership table to the forepart of the Form
20-F,

(ii)        under
corporate structure in the “Introduction”, a discussion of the payment of dividends and brief discussion of the internal cash flow,

(iii)       within
the risk factors, there has been added a risk factor about dividends and internal cash flow, and

(iv)       throughout
the Form 20-F, the Company has changed “our VIE” to “the VIE.

Securities and Exchange Commission

August 8, 2022

Page 6

Overall, the Company points out that in
its initial filing, it included the following disclosures about VIE issues: (i) on pages 3-4 of the filed Form 20-F, it has discussed the
corporate structure of the Company, including the fact that parts of the Company are VIEs and the consequences thereof, the fact that
the PRC has legal restrictions on foreign ownership of certain food development companies, and the various legal and operational risks
and uncertainties of doing business in China whether or not conducted through VIEs; and (ii) on pages 24 – 30, it has disclosed
a series of risk factors that discussed the summary mentioned above in part (i) of this paragraph, and other elements including the risk
of consignment agreements and related ownership issues for the VIE parts of its business, conflicts of interest of the owners of the VIE
entities, enforcement of VIE contracts, tax issues related to VIE entities, the effect of the newly enacted Foreign Investment Law, the
ability to use the assets of a VIE entity, and the regulations of the China Securities Regulatory Commission, Cyberspace Administration
of China or other governmental authorities may adversely affect our business. The issues related to PCAOB review of our accounting firm
are not pertinent because the accounting firm used by the Company is a United States based and PCAOB reviewed accounting firm, B.F. Borgers
CPA PC, located in Lakewood Colorado. In addition to the above, there is extensive discussion of the PRC government regulation on the
operations of the Company (pages 35 – 39), a chart of the company ownership of its operating companies (pages 40 – 41), and
the consignment agreements (pages 41 – 43).

6.       Please
revise your disclosure on page 3 to remove the exclusion of Hong Kong and Macau from the definition of "China" and "PRC".

Response:

As indicated in the SEC comment letter, the Company
has removed the exclusion reference.

    Very truly yours,

    /S/ Golenbock Eiseman Assor Bell & Peskoe LLP

    Golenbock Eiseman Assor Bell & Peskoe LLP

    cc:
    Dr. Gengchen Han, Chairman and

    Chief Executive Officer

United States securities and exchange commission logo
July 8, 2022
Han Gengchen
Chairman and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
People's Republic of China
Re:Origin Agritech Limited
Form 20-F for Fiscal Year Ended September 30, 2021
Filed February 4, 2022
File No. 000-51576
Dear Dr. Gengchen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 20-F filed February 4, 2022
Item 5. Operating and Financial Review and Prospects
Operating Expenses, General and Administrative Expenses , page 49
1.Please quantify and discuss the one-time expenses that resulted in the significant increase
in operating and general and administrative expenses each period. In addition, quantify
each of the items that resulted in the significant increase in general and administrative
expenses each period. Amounts included related to government subsidies discussed on
page F-16 should also be disclosed.
Results of Operations - Revenues , page 49
2.Please disclose the nature of scrap sales and the specific reasons for the significant
variances in these sales each period.

 FirstName LastNameHan Gengchen
 Comapany NameOrigin Agritech Limited
 July 8, 2022 Page 2
 FirstName LastName
Han Gengchen
Origin Agritech Limited
July 8, 2022
Page 2
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition , page F-16
3.Please tell us your consideration of revenue disaggregation and the disclosure of contract
balances as required by ASC 606-10-50-5 through 50-8. We note you have RMB45.8
million advances from customers
Note 4. Discontinued Operations , page F-21
4.We note on page 49 that your inventory and provisions related to the seed production and
distribution business are reported in discontinued business.  Please clarify whether this is
related to the Beijing Shihui as disclosed in Note 4. If so, tell us your consideration of
ASC 205-20-50.
General
5.We note that all of your business activities currently take place in China. Please review
the Division of Corporation Finance's December 20, 2021 guidance "Sample Letter to
China-Based Companies“ available at: https://www.sec.gov/corpfin/sample-letter-china-
based-companies and update your disclosure to further highlight the legal and operational
risks associated with being a China-based company.
6.Please revise your disclosure on page 3 to remove the exclusion of Hong Kong and Macau
from the definition of "China" and "PRC".
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Christie Wong at 202-551-3684 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Origin Agritech Limited

No. 21 Sheng Ming Yuan Road

Changping District, Beijing 102206

China

March 11, 2021

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Origin Agritech Limited

Registration Statement on Form F-3

File No. 333-253866

Ladies and Gentlemen:

In connection with the above referenced
Registration Statement on Form F-3 of Origin Agritech Limited, the undersigned, a duly elected officer, hereby requests that the effectiveness
of said Registration Statement be accelerated to 4:00 p.m. Eastern time on Monday, March 15, 2021, or as soon thereafter as practicable.

    Very truly yours,

    ORIGIN AGRITECH LIMITED

    By:
     /S/ Dr. Gengchen Han

    Name: Dr. Gengchen Han

    Title: Chief Executive Officer

United States securities and exchange commission logo
March 10, 2021
Gengchen Han
Chief Executive Officer
Origin Agritech LTD
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
China
Re:Origin Agritech LTD
Registration Statement on Form F-3
Filed March 4, 2021
File No. 333-253866
Dear Dr. Han:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at (202) 551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Hudders

CORRESP
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Origin Agritech Limited

No. 21 Sheng Ming Yuan Road

Changping District, Beijing

China 102206

(011-86-10-5890-7566)

May 6, 2020

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Origin Agritech Limited

    Registration Statement on Form F-1

    File No. 333-237712

Ladies and Gentlemen:

In connection with the above referenced
Registration Statement on Form F-1 of Origin Agritech Limited, the undersigned, a duly elected officer, hereby requests that the
effectiveness of said Registration Statement be accelerated to 4:30 p.m. Eastern time on May 8, 2020, or as soon thereafter as
practicable.

    Very truly yours,

    Origin Agritech Limited

    By:
    /S/ Gengchen Han

    Name:
    Gengchen Han

    Title:
    Chief Executive Officer

CORRESP
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Golenbock Eiseman Assor Bell & Peskoe
LLP

711 Third Avenue, 17th Floor

New York, New York 10017

(212) 212-907-7300

May 4, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Irene Paik, Esq. and Joseph McCann, Esq.

    Re:

        Origin Agritech Limited.

        Registration Statement on Form F-1

        Filed on April 16, 2020

        Amended April 30, 2020

        File No. 333-237712

Dear Ms. Paik and Mr. McCann:

Reference is made to the telephone comment
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), on May 1, 2020,
to update the Registration Statement on Form F-1/A No. 1, File No. 333-237712 (“Registration Statement”), of Origin
Agritech Limited (the “Company”) filed on April 30, 2020, for the departure of Mr. James Chen as a director and Chief
Financial Officer of the Company and appointment of Dr Lin Min as an independent director of the Company. I am responding on behalf
of the Company as its counsel.

The Company has updated the Registration
Statement with information about the departure of Mr. James Chen and the appointment of Dr. Min Lin. In addition, because of the
issuance of ordinary shares, the Registration Statement has been updated throughout for the resulting changes in the outstanding
share information and related percentages of beneficial ownership.

Based on the Financial Reporting Manual,
Topic 4 – Independent Accountant’s Involvement, Subpart 4810.3, the Company is not including accountant consents in
the Amendment No. 1 to the Registration Statement, as the two consenting accounting firms provided their respective consents for
the initial filing of the Registration Statement made on April 16, 2020, and since that date, which is less than 30 days prior
to the date of the filing of Amendment No. 2 to the Registration Statement, there has been no event that is material to the Company,
and no changes have been made to the financial statements or notes thereto included in the registration statement as initially
filed.

The Company has asked me to relay to the
Staff that it and its management understand that they are responsible for the accuracy and adequacy of the disclosures in the Registration
Statement, and the prospectus contained therein, notwithstanding any review, comments, actions, or absence of actions by the Staff.

Should you have any questions regarding
the foregoing or require any additional information, please do not hesitate to contact the undersigned at (212) 907-7349 or email
the undersigned at ahudders@golenbock.com. Thank you for your attention to this matter.

    Sincerely,

    /S/ Andrew D. Hudders

    Andrew D. Hudders,

    cc:
    Dr. Gengchen Han, CEO of the Company

CORRESP
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Golenbock
Eiseman Assor Bell & Peskoe LLP

711 Third
Avenue, 17th Floor

New York,
New York 10017

(212)
212-907-7300

April 30, 2020

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Irene Paik, Esq. and Joseph McCann, Esq.

 Re: Origin Agritech Limited.

Registration Statement on Form F-1

Filed on April 16, 2020

File No. 333-237712

Dear Ms. Paik and Mr. McCann:

Reference is made to the letter of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 27, 2020. This
letter sets forth below the comments of that letter to the Registration Statement on Form F-1, File No. 333-237712 (“Registration
Statement”), of Origin Agritech Limited (the “Company”) filed on April 16, 2020, followed by the responses of
the Company. I am responding on behalf of the Company as its counsel.

Registration Statement on Form F-1, Filed April 16, 2020

General

 1. We note your Form 6-K filed March 10, 2020 indicating
that you received notice from the NASDAQ Stock Market that you had a capital deficiency under the continued listing rules of NASDAQ
and your press release dated April 15, 2020 indicating that you received RMB137.66 million from Beijing Changping Technology Innodevelop
Group (BC-TID) and entered into a definitive framework agreement with BC-TID. Please revise your prospectus to disclose these
events.

Response:

The Company has made the following updates
to the prospectus disclosure about the capital deficiency and the receipt of funds from BC-TID:

a) Page 5, in the introduction about the Company, revised and
additional language was added about the BC-TID arrangement and loan, and new disclosure was added about the NASDAQ capital deficiency
of the Company;

b) Page 23, a new risk factor about the NASDAQ capital deficiency
of the Company was added;

c) Page 32, in the business discussion, revised and additional
language was added about the BC-TID arrangement and loan; and

d) Page 49, in the MD&A, additional language was added about
the BC-TID arrangement and loan and the equity line of credit.

There was also added updated discussion
about the impact of the Covid-19 virus on the Company in the revised risk factor on page 17 and the addition of Covid-19 discussion
on page 48 in the MD&A.

There were other technical updating changes
to change certain references to an April 30 date from an April 16 date and updating changes to the exhibits index and signature
pages.

Based on the Financial Reporting Manual,
Topic 4 – Independent Accountant’s Involvement, Subpart 4810.3, the Company is not including accountant consents in
the Amendment No. 1 to the Registration Statement, as the two consenting accounting firms provided their respective consents for
the initial filing of the Registration Statement made on April 16, 2020, and since that date, which is less than 30 days prior
to the date of the filing of Amendment No. 1 to the Registration Statement, there has been no event that is material to the Company,
and no changes have been made to the financial statements or notes thereto included in the registration statement as initially
filed.

The Company has asked me to relay to the
Staff that it and its management understand that they are responsible for the accuracy and adequacy of the disclosures in the Registration
Statement, and the prospectus contained therein, notwithstanding any review, comments, actions, or absence of actions by the Staff.

Should you have any questions regarding
the foregoing or require any additional information, please do not hesitate to contact the undersigned at (212) 907-7349 or email
the undersigned at ahudders@golenbock.com. Thank you for your attention to this matter.

    Sincerely,

    /S/ Andrew D. Hudders

        Andrew D. Hudders,

 cc: Mr. James Chen, CFO of the Company

United States securities and exchange commission logo
April 27, 2020
Gengchen Han
Chairman of the Board and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing
China 102206
011-86-10-5890-7566
Re:Origin Agritech Limited
Registration Statement on Form F-1
Filed April 16, 2020
File No. 333-237712
Dear Dr. Han:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed April 16, 2020
General
1.We note your Form 6-K filed March 10, 2020 indicating that you received notice from the
NASDAQ Stock Market that you had a capital deficiency under the continued listing rules
of NASDAQ and your press release dated April 15, 2020 indicating that you
received RMB137.66 million from Beijing Changping Technology Innodevelop Group
(BC-TID) and entered into a definitive framework agreement with BC-TID. Please revise
your prospectus to disclose these events.

 FirstName LastNameGengchen Han
 Comapany NameOrigin Agritech Limited
 April 27, 2020 Page 2
 FirstName LastName
Gengchen Han
Origin Agritech Limited
April 27, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Joseph McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Hudders, Esq.

January 23, 2014

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Dr . Chen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. H umphrey
Accounting Branch Chief

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Origin Agritech Limited

No. 21 Sheng Ming Yuan
Road

Changping District,
Beijing 102206

January
17, 2014

David R. Humphrey, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form 20-F for the year ended September 30, 2012

Filed January 10, 2013

File No. 000-51576

Dear Mr. Humphrey:

I am responding to your letter to Origin
Agritech Limited, dated November 27, 2013. We have reproduced the comments of the Staff from that letter below, and below each
we have provided the company response.

If you have need to contact our SEC counsel
in the United States, please contact Andrew D. Hudders, Golenbock Eiseman Assor Bell & Peskoe LLC, at ahudders@golenbock.com
or 212-907-7349.

Financial Statements

Note 10. Equity Method Investments, page F-26

 1. We note from your response letter, dated November 18, 2013, that you have concluded the third
condition of Rule 1-02(w) of Regulation S-X is met. As such, separate audited financial statements of Liyu are required under Rule
3-09 of Regulation S-X. Please file an amended Form 20-F that includes these required financial statements.

Response

The Company filed a revised Form 20-F, by amendment number two,
on January 10, 2014, which included the separate audited financial statements of Liyu, as required by Rule 3-09 of Regulation S-X.

In connection with our response to the
comments of the Staff of the SEC made above, we iterate the company acknowledgement that:

•
     the company is responsible for the adequacy and accuracy of the disclosure in its filing of the Form 10;

•
     Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect
to the filing; and

•
     the company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

Sincerely,

/S/ James CHEN

James Chen, CFO

james.chen@originseed.com.cn

November 27 , 2013

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Dr . Chen :

We have reviewed your response dated  November 18 , 2013 , and have the following
comments .

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  commen ts, we may have  additional comments.

Financial Statements

Note 10. Equity Method Investments, page F -26

1. We note from your response letter, dated November 18, 2013, that you have concluded  the
third condition of Rule 1 -02(w) of Regulation S -X is met .  As such, separate audited
financial statements of Liyu are required under Rule 3 -09 of Regulation S -X.  Please file an
amended Form 20 -F that includes these required financial statements.

We urge all persons who are responsible for the accuracy and adequa cy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Dr. James Chen
Origin Agritech Limited
November 27 , 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequ acy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

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Origin Agritech Limited

No. 21 Sheng Ming Yuan
Road

Changping District,
Beijing 102206

	November 18, 2013

David R. Humphrey, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    Origin Agritech Limited

Form 20-F for the year ended September 30, 2012

Filed January 10, 2013

File No. 000-51576

Dear Mr. Humphrey:

I am responding to your letter to Origin
Agritech Limited, dated October 23, 2013. We have reproduced the comments of the Staff from that letter below, and below each we
have provided the company response.

If you have need to contact our SEC counsel
in the United States, please contact Andrew D. Hudders, Golenbock Eiseman Assor Bell & Peskoe LLC, at ahudders@golenbock.com
or 212-907-7349.

Financial Statements

Note 10. Equity Method Investments, page F-26

 1. It is unclear why you have excluded the loss on repurchase of convertible
notes from the 2009 “Income (loss) before tax” in the calculation of your five-year average income used to determine
if such average income should be substituted into the denominator of your significance calculation. Specifically, while Rule 1-02(w)(3)
of Regulation S-X does exclude income taxes, extraordinary items and cumulative effect of a change in accounting principle from
income from operations to be used in the calculation, loss on repurchase of convertible debt is not considered an extraordinary
item. Please recalculate your five-year average income, and reconsider the need to include separate financial statements of Liyu
pursuant to Rule 3-09 of Regulation S-X.

Response

Following the computation guidance set
forth under Rule 1-02(w) (3), we list below the Company’s audited income before income taxes, extraordinary items and cumulative
effect of a change in accounting principle from income from operations for the last five fiscal years (in thousands of RMB):

    2008
    2009
    2010
    2011
    2012

    Audited income (loss) before income taxes
      (45,557 )
      (10,193 )
      75,670
      949
      (923 )

    Add: Adjustments for extraordinary items and cumulative effect of a change in accounting principle from income from operations
      -
      -
      -
      -
      -

    Adjusted Income for computation
      (45,555 )
      (10,193 )
      75,670
      949
      (923 )

    Figures to be used for computing five-year average
      0
      0
      75,670
      949
      0

In computing the five-year average income,
we omit the loss years in 2008, 2009 and 2012 based on the computation guidance. Thus, the average income of the recent five years
is RMB15,324. Based on the computation guidance, the alternative five-year average income substitution can be applied in determining
the portion of the income of the subsidiary under the equity method over total income. The Company’s equity in the income
of Liyu for the fiscal year ended September 30, 2012 was RMB4,030, the proportion of equity in the income of Liyu over the five-year
average income of the Company is 26% (i.e. 4,030 / 15,324), which is above 20%. Thus, the third condition of Rule 1-02(w) is met.

We should also point out that our investment
in Liyu is not only an equity investment, but also a strategic alignment in which the Company has long term joint development and
licensing agreements for Liyu’s seed technologies (disclosed in the Form 20-F Item 19 on page 87) while investing in 30%
of Liyu’s equity. As the result, the Company pays technology usage fee (as disclosed on page F-21) of RMB5,471, RMB5,953
and RMB9,541 for the fiscal years 2010, 2011 and 2012, respectively. The net financial impact of the strategic alignment with Liyu
is summarized below:

    Fiscal Year
    2010
    2011
    2012

    RMB
    RMB
    RMB

    Share of earnings in Liyu (Note 10 on F-26)
      497
      2,954
      4,030

    Technology usage fees paid to Liyu (Note 3 on F-21)
      5,471
      5,953
      9,541

    Net gain (loss)
      (4,974 )
      (2,999 )
      (5,511 )

From the table above, the net financial
impact from the strategic alignment is negative to the Company. The income contributed from Liyu only helps the Company to reduce
the cost of technology usage.

For your information, unaudited balance
sheets as of September 30, 2011 and 2012 and the statements of income of Liyu for each of the three years in the period ended September
30 2012 (in thousands of RMB) as accompanied below:

Balance Sheets

    September 30,

    2011
    2012

    RMB
    RMB

    Cash and cash equivalents
      7,008
      13,701

    Advance to suppliers
      1,804
      3,187

    Long-term investment
      300
      433

    Fixed assets
      3,392
      2,551

    Total assets
      12,504
      19,872

    Advance from customers
      6,411
      6,274

    Other payable
      (73 )
      999

    Total liabilities
      6,338
      7,273

    Paid in capital
      3,000
      3,000

    Capital surplus
      997
      997

    Retained earnings
      2,168
      8,602

    Total equity
      6,166
      12,599

    Total liabilities and equity
      12,504
      19,872

Statements of Income

    Year ended
September 30,

    2010
    2011
    2012

    RMB
    RMB
    RMB

    Gross revenue
      10,830
      19,138
      19,180

    Gross profit
      7,674
      19,027
      19,038

    General and administrative
      6,031
      7,815
      7,261

    Other income
      85
      78
      173

    Interest income
      30
      20
      32

    Income before income taxes
      1,758
      11,310
      11,982

    Income tax-current
      103
      1,465
      (1,452 )

    Net income
      1,655
      9,845
      13,434

In connection with our response to the
comments of the Staff of the SEC made above, we iterate the company acknowledgement that:

•	the company is responsible for the adequacy
and accuracy of the disclosure in its filing of the Form 20-F;

•	Staff comments or changes to disclosure
in response to Staff comments do not foreclose the SEC from taking any action with respect to the filing; and

•	the company may not assert Staff comments
as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Sincerely,

/S/ James CHEN

James Chen, CFO

james.chen@originseed.com.cn

CORRESP
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Golenbock Eiseman Assor
Bell & Peskoe, LLC

Attorneys at Law

437 Madison Avenue –
40th Floor

New York, New York 10022

November 14, 2013

David R. Humphrey, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form 20-F for the year ended September 30, 2012

Filed January 10, 2013

File No. 000-51576

Dear Mr. Humphrey:

On behalf of our client, Origin Agritech
Limited, we are requesting additional time for our client to respond to your letter of October 23, 2013 to the company. Mr. James
Chen, the CFO of the company, had a conversation with Ms. Amy Geddes yesterday to discuss the comments of your letter, and it was
agreed that the company needed additional time to respond. The company plans on filing its response to your letter on or before
November 20, 2013.

If you have any questions, please do not
hesitate to contact me at ahudders@golenbock.com or 212-907-7349.

Sincerely,

/S/
Andrew D. Hudders

Andrew D. Hudders

October 23 , 2013

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Dr . Chen :

We have reviewed your response dated October 11, 2013 , and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Financial Statements

Note 10. Equity Method Investments, page F -26

1. It is unclear why you have excluded the loss on repurchase of convertible notes from the
2009 “Income (loss) before tax” in the calculation of your five -year average income used to
determine if such average income should be substituted  into the denominator of your
significance calculation.  Specifically, while Rule 1 -02(w)(3) of Regulation S -X does
exclude income taxes, extraordinary items and cumulative effect of a change in accounting
principle from income from operations to be used in the calculation, loss on repurchase of
convertible debt  is not considered an extraordinary item .  Please recalculate your five -year
average income, and reconsider the need  to include separate financial statements of Liyu
pursuant to Rule 3 -09 of Regulation S -X.

Dr. James Chen
Origin Agritech Limited
October 23 , 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Sec urities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Amy Geddes at 202 -551-3304 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Hum phrey

David R. Humphrey
Accounting Branch Chief

CORRESP
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filename1.htm

ORIGIN AGRITECH LIMITED

No. 21 Sheng Ming Yuan Road

Changping District

Beijing F4, 102206

Peoples’ Republic of China

October 11, 2013

Via Edgar

Mr. David R. Humphrey

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form 20-F for the Fiscal Year Ended September 30,
2012

Filed January 10, 2013

File No. 000-51576

Dear Mr. Humphrey:

I am in receipt of
your letter of September 18, 2013, in which you set forth two comments. The comments are reproduced below with the company response
thereafter.

Note 10. Equity method
Investments, page F-26

 1. The last sentence of Rule 3-09(a) of Regulation S-X states
that, if either the first or third condition set forth in Rule 1-02(w), substituting 20 percent for 10 percent, is met by a 50
percent or less owned person accounted for by the equity method either by the registrant or a subsidiary of the registrant, separate
financial statements of such 50 percent or less owned person shall be filed. Please note that Rule 1-02(w) is referenced in order
to incorporate the first and third conditions into Rule 3-09(a), apply to a 50 percent or less owned person accounted for by the
equity method. Your 30% investment in Liyu, which is accounted for under the equity method, is subject to the provisions of Rule
3-09 of Regulation S-X.As such, please provide us with your computations with respect to the aforementioned first and third conditions.

Response:

Regarding the first and third
conditions set forth in Rule 1-02(w), we follow the computation guidance of Regulation S-X and present below our assessments:

(1) The first condition set
forth in Rule 1-02(w), substituting 20 percent for 10 percent for the Company’s investment in
Liyu is RMB3,712,000 as of September 30, 2012, while the total assets of the Company as of September 30, 2012 is RMB975,437,000.Theproportion
of the investment is 0.4% (=3,712,000 / 975,437,000) of the total assets. Thus, the first condition is not met.

Securities and Exchange Commission

Page 2

(2) The third condition set
forth in Rule 1-02(w), substituting 20 percent for 10 percent

Following the computation guidance
set forth under Rule 1-02(w)(3), we list below the income for the last five fiscal years ( in thousands of RMB):

    2008
    2009
    2010
    2011
    2012

    Income (loss) before tax
      (45,557 )
      (10,193 )
      75,670
      949
      (923 )

    Add: Non-recurring items

    Loss on repurchase of Convertible notes
      -
      51,101
      -
      -
      -

    Adjusted Income for computation
      (45,555 )
      40,908
      75,670
      949
      (923 )

    Figures use for computing average
      0
      40,908
      75,670
      949
      0

In computing the five-year average
income, we omit the loss years in 2008 and 2012 based on the computation guidance. Thus, the average income of the recent five
years is RMB23,506. Based on the computation guidance, the alternative five-year average income substitution can be applied in
determining the portion of the income of the subsidiary under the equity method over total income. The income from continuing operations
before tax of Liyu for the fiscal year ended September 30, 2012 was RMB4,030, the proportion of equity in the income of Liyu over
the average income of the Company is 17% (i.e. 4,030/23,506), which is below 20%. Thus, the third condition is not met.

As such, according to Rule 3-09,
no separate financial statements of Liyu need to be filed for the
fiscal year ended September 30, 2012. The management will continue to check the significance of Liyu pursuant to the above discussed
rules and prepare separate financial statements of Liyu once the proportion exceeds 20%.

 2. As a related matter, please discuss the consideration
given to the disclosure requirements of Rule 4-08(g) of Regulation S-X with respect to summarized financial information. We may
have further comments upon review of your response.

Response:

Similar to the response to question
#1, the proportion of equity in the income of Liyu over the average income of the Company is 17%, which is below 20%.Thus the criteria
in § 210.1-02(w) for a significant subsidiary are not met.

    2

Securities and Exchange Commission

Page 3

The company acknowledges that:

 · the company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 · staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 · the company may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/S/ James Chen

James Chen,

Chief Financial Officer

    3

September 18 , 2013

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Dr . Chen :

We have reviewed your response dated September 12, 2013, and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  commen ts, we may have  additional comments.

Financial Statements

Note 10. Equity Method Investments, page F -26

1. The last sentence of Rule 3 -09(a) of Regulation S -X states that, if either the first or third
condition set forth in Rule 1 -02(w), substituting 20 percent for 10 percent, is met by a 50
percent or less owned person accounted for by the equity method either by the registrant or a
subsidiary of the registrant, separate financial statements of such 50 percent or less owned
person shall be filed.  Please  note that Rule 1 -02(w) is referenced in order to incorporate the
first and th ird conditions into Rule 3 -09.  Therefore, these first and third conditions, as
modified by Rule 3 -09(a), apply to a 50 percent or less owned person accounted for by the
equity method.  Your 30% investment in Liyu, which is accounted for under the equity
method, is subject to the provisions of Rule 3 -09 of Regulation S -X.  As such,  please provide
us with your computations with respect to the aforementioned first and third conditi ons.

Dr. James Chen
Origin Agritech Limited
September 18 , 2013
Page 2

2. As a related matter, please discuss the consideration given to the disclosure requirements of
Rule 4 -08(g) of Regulation S -X with respect to summarized financial information.  We may
have further comments upon review of your response.

We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its ma nagement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowl edging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 if you have questions regard ing
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

ORIGIN AGRITECH LIMITED

No. 21 Sheng Ming Yuan Road

Changping District

Beijing F4, 102206

Peoples’ Republic of China

    September
12, 2013

Via Edgar

Mr. David R. Humphrey

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form 20-F for the Fiscal Year Ended September 30,
2012

Filed January 10, 2013

File No. 000-51576

Dear Mr. Humphrey:

I am in receipt of
your letter of August 30, 2013, in which you set forth two comments. The comments are reproduced below with the company response
thereafter.

Note 10. Equity method
Investments, page F-26

 1. We note that your pro rata share of earnings in Liyu was RMB 4,030,000 in
fiscal 2012. In your response, please discuss the consideration given to the disclosure requirements of Rule 3-09 of Regulation
S-X. If you do not believe that the third condition set forth in Rule 1-02(w) of Regulation S-X has been met, please provide us
with your computations in support of your conclusion.

Response:

The disclosure requirement
of Rule 3-09 of Regulation S-X is mainly related to a significant subsidiary that is not consolidated.

We believe that Liyu is
not our subsidiary, much less even being a significant subsidiary. According to Rule 210.1-02(x) of Regulation S-X, a subsidiary
of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. However,
in our case, Origin only has a 30% equity interest in Liyu with same 30% of voting interest. Other than that, Origin does not have
any other direct or indirect control over Liyu. Thus, we consider that Origin has no controlling financial interest over Liyu.
Liyu is not a subsidiary nor a significant subsidiary, but just an associate of the our group and not in the scope of the disclosure
requirement for significant subsidiary. The equity method is applied in accounting for this investment. As such, the disclosure
requirement of Rule 3-09 of Regulation S-X is not applied to the investment in Liyu.

Securities and Exchange Commission

Page 2

We would further enhance
our disclosures in our consolidated financial statement footnotes for this equity investment by discussing the status of our controlling
financial interest on each invested entity in our future Form 20-F filing as below:

Liyu

The Company owns 30%
equity interest in Liyu with no controlling financial interest over Liyu. Liyu is not a subsidiary of the Company and the investment
in Liyu is accounted for under the equity method. For the years ended September 30, 2011, 2012 and 2013, the Company recorded its
pro-rata share of earnings in Liyu of RMB2,954, RMB4,030 and RMBXX respectively. The Company also received dividends of
RMB2,467, RMB2,100 and RMBXX respectively from Liyu for each of the years ended September 30, 2011, 2012 and 2013. The dividend
received was accounted for as a reduction in equity investments.

 2. As a related matter, please discuss the consideration given to the disclosure
requirements of Rule 4-08(g) of Regulation S-X with respect to summarized financial information. We may have further comments upon
review of your response.

Response:

Please see the response
to question 1 above.

The company
acknowledges that:

 · the company is responsible for the adequacy and accuracy of the disclosure
in the filing;

 · staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing; and

 · the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

/S/
James Chen

James
Chen,

Chief Financial Officer

    2

August 30, 2013

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Mr. Chen :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better  understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional commen ts.

Note 10. Equity Method Investments, page F -26

1. We note that your pro rata share of earnings in Liyu was RMB 4,030,000 in fiscal 2012.  In
your response, please discuss the consideration given to the disclosure requirements of Rule
3-09 of  Regulation S -X.  If you do not believe that the third condition set forth in Rule 1 -02
(w) of Regulation S -X has been met, please provide us with your computations in support of
your conclusion.

2. As a related matter, please discuss the consideration given  to the disclosure requirements of
Rule 4 -08 (g) of Regulation S -X with respect to summarized financial information.  We may
have further comments upon review of your response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Dr. James Chen
Origin Agritech Limited
August 30, 2013
Page 2

 1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and ac curacy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

December 27, 2012

Via E -mail
James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206

Re: Origin Agritech Limited
Form 20 -F for the Fiscal Year Ended September 30, 2011
Filed January 20, 2012
File No. 000-51576

Dear Mr. Chen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

ORIGIN AGRITECH LIMITED

No. 21 Sheng Ming Yuan Road

Changping District

Beijing F4, 102206

Peoples’ Republic of China

December 5, 2012

Via Edgar

Mr. David R. Humphrey

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form 20-F for
the Fiscal Year Ended September 30, 2011 Filed January 20, 2012

File No. 000-51576

Dear Mr. Humphrey:

I am in receipt of your letter
of October 23, 2012, in which you set forth three comments. The comments are reproduced below with the company response thereafter.

Form 20-F for the fiscal year ended September 30, 2011

Item 5. Operating and Financial Review and Prospects,
page 48 Critical Accounting Policies, page 54

 1. While you provide disclosures
with regard to goodwill impairment on page 10 of your Form 20- F, we believe that you should revise your future filings to provide
a discussion of the percentage by which fair value exceeds carrying value for your remaining goodwill. Such a discussion
should provide a description of key assumptions underlying your determination of fair value as well as the uncertainty associated
with the key assumptions and any potential events and/or circumstances that could have a negative effect on the outcome of your
impairment test. For guidance, please refer to Item 303(a)(3) of Regulation S-K.

Response:

We will revise our future filing to discuss
the percentage by which fair value exceeds carrying volume for our goodwill.

Securities and Exchange Commission

Page 2

 2. Based on your response to our prior comment 1, it appears
that your disclosures should also be supplemented with a sensitivity analysis and a related discussion that addresses the potential
outcomes of your impairment testing using various assumptions.

Response:

We will revise our future filings to supplement
the sensitivity analysis and related discussion to address the potential outcomes of impairment testing.

Write-down of Inventory, page 55

 3. While you provide a general description of the risks
that you could suffer additional inventory write downs on page 8 of your Form 20-F, we believe that you should revise your future
filings to provide a description of the key assumptions underlying your determination of inventory amounts as well as the uncertainty
associated with the key assumptions and any potential events and/or circumstances that could have a negative effect on the outcome
of your analysis. For guidance, please refer to Item 303(a)(3) of Regulation S-K. In particular, we note you recognized significant
write downs for each of the years presented. In this regard, if you expect to incur material inventory write downs on a yearly
basis, please clearly disclose this expectation.

Response:	       We will revise future
filings to describe any key assumptions concerning inventory issues.

The company acknowledges that:

 · the company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 · staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 · the company may not assert staff comments as a defense
in any proceeding initiated by

the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ James Chen

James Chen,

Chief Financial Officer

    2

October 23, 2012

Via E -mail
James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206

Re: Origin Agritech Limited
Form 20 -F for the Fiscal Year Ended September 30, 2011
Filed January 20, 2012
File No. 000-51576

Dear Mr. Chen :

We have reviewed your response dated September 14, 2012.   In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20-F for the fiscal year ended September 30 , 2011

Item 5.   Operating and Financial Review and Prospects, page 48

Critical Accounting  Policies, page 54

1. While you provide disclosures with regard to goodwill impairment on page 10 of your Form 20 -
F, we believe that you should revise your future filings to provide a discussion of the p ercent age
by which fair value exceeds  carrying value for your remaining goo dwill.  Such a discussion
should provide a d escription of key assumptions underlying your determination of fair value
as well as  the uncertainty associated with the key assumptions and any potential events
and/or circumstances that could have a negative ef fect on the outcome of your impairment
test.  For guidance, please refer to Item 303(a)(3) of Regulation S -K.

James Chen
Origin Agritech Limited
October 23, 2012
Page 2

 2. Based on your response to our prior comment 1, it appears that your disclosures should also
be supplemented with a sensitivity analysis and a rel ated discussion that addresses the
potential outcomes of your impairment testing using various assumptions.
Write -down of I nventory, page 55
3. While you provide a general description of the risks that you could suffer additional
inventory write downs on page  8 of your Form 20 -F, we believe that you should revise your
future filings to provide a d escription of the key assumptions underlying your determination
of inventory amounts  as well as  the uncertainty associated with the key assumptions and any
potential events and/or circumstances that could have a negative effect  on the outcome of
your analysis.  For guidance, please refer to Item 303(a)(3) of Regulation S -K.  In particular,
we note you recognized significant write downs for each of the years presented.  In this
regard, if you expect to incur material inventory write downs on a yearly basis, please clearly
disclose this expectation.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissi on or any person under the federal securities laws of the United States.

You may contact Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

Origin Agritech Limited

No. 21 Sheng Ming Yuan
Road

Changping District,
Beijing 102206

	September 14, 2012

David R. Humphrey, Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: Origin Agritech Limited

Form
20-F for the Fiscal Year Ended September 30, 2011 Filed January 20, 2012

File
No. 000-51576

Dear Mr. Humphrey:

I am responding to your letter to Origin
Agritech Limited, dated August 24, 2012. We have reproduced the comments of the Staff from that letter below, and below each we
have provided the company response.

Please note that I spoke to Juan Migone
who agreed, that because I was on vacation out of China, that the company could respond to the comment letter of the SEC by September
15, 2012.

If you have need to contact our SEC counsel
in the United States, please contact Andrew D. Hudders, Golenbock Eiseman Assor Bell & Peskoe LLC, at ahudders@golenbock.com
or 212-907-7349.

In this response, we have provided explanations
for the Form 20-F disclosure for questions 1 and 2 and the requested explanations for question 3 from the Staff. Given these explanations
and the disclosure provided in the filed Form 20-F, we do not believe an amendment is required at this time.

Form 20-F for the fiscal year ended September
30, 2011 Critical Accounting Policies, page 54

 1. We note you incurred net losses for two of the three
years presented. In this regard, please revise your disclosure in this section to discuss the risk of failing step one of the
impairment test for your remaining goodwill. In addition, please discuss the percentage by which fair value exceeded carrying
value as of the most recent step-one test for your remaining goodwill. Such a discussion should provide a description of key assumptions
underlying your determination of fair value as well as the uncertainty associated with the key assumptions and any potential events
and/or circumstances that could have a negative effect on the outcome of your impairment test. For guidance, please refer to Item
303(a)(3) of Regulation S-K.

Response

We incurred net losses for two of the last
three years. However, the losses incurred in 2009 and 2011 were mainly due to “Loss on repurchase of convertible notes of
RMB 51.1 million” and “Loss on liquidation of Jilin Changrong of RMB 13.5 million”, respectively, at the Group
level. Both of these losses incurred on a non-recurring basis. All major operating entities in the Company have made operating
profits in the last three years.

We perform the Goodwill Impairment Test
on an annual basis. This process is conducted at the reporting unit level, defined as the lowest level of the Company, i.e., business
units, subsidiaries, operating units, divisions, etc. As of September 30, 2011, the remaining goodwill on the books is exclusively
arising from the acquisition of Denong Zhengcheng. We conducted the annual Goodwill Impairment Test for the year ended September
30, 2011. Specifically, the profits forecast in next five years were our key assumption for fair value evaluation. Assuming the
revenue would maintain 5%-10% growth rate, the gross profit margin is consistently above 25% for each year, and net income would
also be positive for next five years, the fair value of Denong Zhengcheng is positive and exceeds its carrying value by 28%. Therefore,
goodwill is not considered to be impaired as of September 30, 2011.

Since the Company is an expanding company
with a short operating history, accordingly, we face some potential events and uncertainties encountered by companies in the earlier
stages of development and expansion, such as: (1) uncertain and continued market acceptance for our product extensions and our
services; (2) changing competitive conditions, technological advances or customer preferences could harm sales of our products
or services; (3) maintaining effective control of our costs and expenses. If we are not able to meet the challenge of building
our businesses and managing our growth, the likely result will be slowed growth, lower margins, additional operational costs and
lower income, and there may be a risk of an  goodwill impairment charge in the coming filing. This description has been disclosed
in page 10 of existing 20-F.

Write-down of Inventory, page 55

 2. Please revise to discuss the risk of additional inventory
write-downs. In addition, please provide a description of the key assumptions underlying your determination of inventory amounts
as well as the uncertainty associated with the key assumptions and any potential events and/or circumstances that could have a
negative effect on the outcome of your analysis. For guidance, please refer to Item 303(a)(3) of Regulation S-K.

Response

Our inventories are stated at the lower
of cost or market. Any excess of the cost over the net realizable value of the inventories is recognized as a provision for the
reduction in the value of inventories.

We assess the write-downs of inventory
using three criteria: 1) the quality of seeds according to the standards promulgated by the PRC government on the germination percentage
and purity level of the seeds; 2) a comparison of the inventory unit cost with the market selling price and subsequent write-down
of those inventories the unit cost of which exceeds its expected net selling price; and 3) evaluation of the unsold balance of
the existing inventory that cannot be sold after three to five years, based on the sales forecasts and marketing plan.

We have assessed the product quality, unsold
quantity and the amount unit cost exceed the selling price performed by our quality inspectors and sales staff on an annual basis,
and accordingly, determine the inventory write-downs based on the assessment results. We believed that the current methodologies
on impairment assessment are adequate to address the risks of inventory write-downs. As of September 30, 2011, we had a write off
of RMB21.25 million (US$3.34 million) compared to RMB22.03 million (US$ 3.29) as of September 30, 2010, and RMB28.86 million
(US$ 4.23) as of September 30, 2009.

Due to the nature of the seed industry,
we normally produce seeds according to our annualized production plan at least one entire year before we deliver the seeds to our
customers. If our production plan is too aggressive, we could produce more seeds than the market demands resulting in aged seeds.
We may decide not to sell the aged seeds as crop seed products, taking into account factors, such as the quality of the seeds and
commodity pricing. In that case, the aged inventory may be sold as common feed products at greatly reduced prices. Aged inventory
could result in asset impairment risk, in which case we would suffer a risk of additional inventory write-downs. This description
has been disclosed in page 8 of existing 20-F.

Consolidated Financial Statements

Consolidated Statements of Income and Comprehensive Income,
page F-4

 3. We note you incurred net losses for the 2009 and 2011
fiscal years. However, you reflect net income attributable to non-controlling interests, instead of net losses attributable to
non-controlling interests, for each of these fiscal years. In this regard, please tell us the reason(s) that your non-controlling
interests shared in net income, instead of net losses, for the 2009 and 2011 fiscal years. In particular, tell us whether your
net losses are primarily attributable to a specific subsidiary. In your response, provide us with a table summarizing the operating
results of your subsidiaries, along with the related amounts attributable to non-controlling interests for each of your less-than-wholly
owned subsidiaries, for each of these fiscal years.

Response

The reasons for our non-controlling interests
(NCI) sharing net income were that all the major operating subsidiaries of the Company (i.e., Beijing Origin, Denong Zhengcheng
and Jilin Changrong) had operating profits for 2009, 2010 and 2011, which constituted a share of net income attributable to the
NCI; while the overall loss at the Group level in 2009 and 2011 arose from material non-recurring losses incurred in 2009 and 2011.
The non-recurring losses were the following: “Loss on repurchase of convertible notes of RMB 51.1 million” and “Loss
on liquidation of Jilin Changrong of RMB 13.5 million,” respectively, at the Group level, which contributed no effect to
the share of income/loss by the NCI.A summary of the operating results of the subsidiaries, along with the related amounts attributable
to non-controlling interests for each of the less-than-wholly owned subsidiaries, for the years ended September 30, 2009, 2010
and 2011, are as follows:

    Net Profit (Loss)
    NCI-PL

    Subsidiary
    NCI %

    RMB'000
    RMB'000
    RMB'000
    RMB'000
    RMB'000
    RMB'000

    FY2009
    FY2010
    FY2011
    FY2009
    FY2010
    FY2011

    Beijing
      2%
      3,140
      42,982
      24,210
      64
      877
      494

    LinZe
      2%
      -130
      5,398
      -10,713
      -3
      110
      -219

    Shen Yang
      2%
      -1,263
      -1,344
      -1,733
      -26
      -27
      -35

    Mian_Ye
      2%
      -598
      -7,704
      898
      -11
      -145
      17

    ChangChun
      2%
      -691
      236
      163
      -14
      5
      3

    Denong
      4%
      25,224
      28,324
      22,057
      1,103
      1,167
      910

    Changrong
      47%
      31,220
      35,467
      20,741
      17,779
      15,415
      9,780

    Kunfeng
      20%
      -
      -515
      -2,480
      -
      -103
      -496

    Xinjinag
      49%
      -
      -
      -318
      -
      -
      -156

    Total

      56,902
      102,844
      52,825
      18,892
      17,298
      10,298

In connection with our response to the
comments of the Staff of the SEC made above, we iterate the company acknowledgement that:

•	the company is responsible for the adequacy
and accuracy of the disclosure in its filing of the Form 10;

•	Staff comments or changes to disclosure
in response to Staff comments do not foreclose the SEC from taking any action with respect to the filing; and

•	the company may not assert Staff comments
as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

    Sincerely,

    /S/  James CHEN

    James Chen, CFO

    james.chen@originseed.com.cn

August 24 , 2012

Via E -mail
James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206

Re: Origin Agritech Limited
Form  20-F for the Fiscal Year Ended September 30, 2011
Filed January 20, 2012
File No. 000-51576

Dear Mr. Chen :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20-F for the fiscal year ended September 30 , 2011

Critical Accounting  Policies, page 54

1. We note you incurred net losses for two of the three years presented.  In this regard, please
revise your disclosure in this section to discuss the  risk of failing step one of the impairment
test for your remaining goodwill.  In addition, please discuss the p ercentage by which fair
value exceeded carrying value as of the most recent step -one test  for your remaining
goodwill.  Such a discus sion should provide a d escription of key assumptions underlying
your determination of fair value as well as  the uncertainty associated with the key
assumptions and any potential events and/or circumstances that could have a negative effect
on the outcome o f your impairment test.  For guidance, please refer to Item 303(a)(3) of
Regulation S -K.

James Chen
Origin Agritech Limited
August 24 , 2012
Page 2

Write -down of I nventory, page 55

2. Please revise to discuss the  risk of additional inventory write -downs.  In addition, please
provide a d escription of the key assumpt ions underlying your determination of inventory
amounts  as well as  the uncertainty associated with the key assumptions and any potential
events and/or circumstances that could have a negative effect  on the outcome of your
analysis.  For guidance, please re fer to Item 303(a)(3) of Regulation S -K.

Consolidated Financial Statements

Consolidated Statements of Income and Comprehensive I ncome, page F -4

3. We note you incurred net losses for the 2009 and 2011 fiscal years.  However, you reflect net
income attributable to non -controlling interests, instead of net losses attributable to non -
controlling interests, for each of these fiscal years.  In this regard, please tell us the reason(s)
that your non -controlling interests shared in net income, instead of n et losses, for the 2009
and 2011 fiscal years.  In particular, tell us whether your net losses are primarily attributable
to a specific subsidiary.  In your response, provide us with a table summarizing the operating
results of your subsidiaries, along wit h the related amounts attributable to non -controlling
interests for each of your less -than-wholly owned subsidiaries, for each of these fiscal years.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

James Chen
Origin Agritech Limited
August 24 , 2012
Page 3

You may contact Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

    ORIGIN
AGRITECH LTD

    No.
21 Sheng Ming Yuan Road

    Changping
District, Beijing

    China  102206

    June 9,
2010

    Mail Stop
3561

    US
Securities and Exchange Commission

    100 F
Street NE

    Washington,
DC  20549

              Re:

              Origin
      Agritech Ltd.

    Registration Statement on Form
F-3

    File No. 333-166236

    Ladies
and Gentlemen:

    In
connection with the Registration Statement on Form F-3 (File  No.
333-166236)  of Origin Agritech Ltd. (the “Company”), the undersigned
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of the effective date of said
Registration Statement to 3:00 p.m. on June 11, 2010, or as soon thereafter as
practicable.

    In
connection with the Registration Statement, the Company acknowledges
that:

    (1)           should
the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

    (2)           the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

    (3)           the
Company may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities law of the United States.

              ORIGIN
      AGRITECH LTD.

                By:

              /S/
      Irving Kau

              Name:
      Irving Kau

                Title:
      Acting CFO

Mail Stop 3561

                                                                                                     May 11, 2010
 Liang Yuan, President Origin Agritech Ltd. No. 21 Sheng Ming Yuan Road Changping District, Beijing China  10226         RE:  Origin Agritech Ltd.
               Registration Statement on Form F-3
               Filed April 22, 2010 and amended April 27, 2010                File No.  333-166236

Dear Mr. Yuan:
We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Afte r  reviewing this information, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Index to Exhibits

1. The exhibits index indicates th at the form of indenture will be filed after effectiveness
of the registration statement.  Please file the indenture prior to effectiveness of the
registration statement.

Exhibit 5.1 - Legal Opinion

2. Referring to paragraph 4.5 of the lega l opinion, please confirm that with each
takedown of securities you will file an amended opinion as an exhibit to the
registration statement.  Such amended legality opinion should  be rendered as of the
time of effectiveness of each takedown.

Liang Yuan
Origin Agritech Ltd. May 11, 2010 Page  2  Signatures

3. Please include the signature of the individual( s) operating in the ca pacity of principal
accounting officer or controller.  Se e Instruction 1 to the Signatures.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities

Liang Yuan
Origin Agritech Ltd. May 11, 2010 Page  3  specified in the above registration statement.  We will act on the request and, pursuant to
delegated authority, grant accelerati on of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Janice McGuirk, examiner at (202) 551-3395 or Pam Howell, legal
reviewer at (202) 551-33 57 with any questions.

     S i n c e r e l y ,                                                                   John Reynolds,      A s s i s t a n t  D i r e c t o r

cc:  via fax to Andrew D. Hudders, Esq.                                        (212) 754-0330

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
       October 16, 2009
   By U.S. Mail and facsimile to 86-1058907524
 Mr. Liang Yuan  Chief Executive Officer  Origin Agritech Limited  No. 21 Sheng Ming Yuan Road  Changping District  Beijing 102206  China
 Re: Origin Agritech Limited
  Form 20-F for Fiscal Year Ended September 30, 2008    Filed April 3, 2009   File No. 000-51576

Dear Mr. Yuan:
 We have completed our review of your Form  20-F and related filings  and have no further
comments at this time.

       S i n c e r e l y ,           R y a n  C .  M i l n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Origin
Agritech Limited

    No.
21 Sheng Ming Yuan Road

    Changping
District

    Beijing
102206

    China

              September
      18, 2009

    Filed via
EDGAR

    United
States Securities and Exchange Commission

    Mail Stop
#3561

    100 F.
Street, NE

    Washington,
DC 20549

                Attention:

                Tia
      Jenkins, Senior Assistant chief Accountant, Office of Beverages, Apparel
      and health Care Services

              Re:

              Origin
      Agritech Limited

    Form 20-F for Fiscal Year Ended
September 30, 2008

    Filed April 3, 2009

    File
No.  000-51576

    Response Letter Dated August 14,
2009

    Dear
Sirs:

    We are responding to your comment by
letter dated August 14, 2009, sent to Origin Agritech Limited (“Company”)
concerning the above referenced Form 20-F.  We have repeated the staff
comments for your convenience, with a written response set forth
thereafter.

              Form 20-F for Fiscal
      Year Ended September 20, 2008

              Note 14, Convertible
      Notes, Page F-30

              1.

              Please
      explain to us the basis for how you determined the interest payments and
      the principle payments in 2012 in each of the two cash flow analyses you
      provided in your response to comment 2 of our letter dated July 10
      2009.  In addition, provide us with the present value of the
      remaining cash flows under the terms of the original instrument dated July
      28, 2007, and the comparison of such present value with that of the new
      debt instrument dated July 28,
2008.

              Response:

              To
      review, we considered EITF 96-19 as relevant to our specific case, and
      subsequently APB26 or EITF 00-27, depending on the outcome of our
      evaluation of EITF 96-19, as indicated in our original letter dated July
      29, 2009. As a first step, we determined if the change in the terms of the
      note should be deemed a modification or extinguishment of debts under EITF
      96-19.  The Company compared the cash flows of the original
      agreement to the new agreement terms to determine if a significant
      difference exists.

              We
      determined the interest payments in 2012 as the contracted 1% coupon
      payment of the total principal amount left remaining in each modeled
      scenario.  In the amended structure, this principal amount is US
      $21.3 million.  In the original structure, this amount is US
      $40.0 million. As expected, these resultant annual interest payments are
      US $0.21 and US $0.40 respectively.  The principal payments were
      determined as these same original principal amount stated above (US $21.3
      million and US $40.0 million) at the contracted 16% redemption rate
      calculated on a semi-annual basis, resulting in US $44.74 million and US
      $84.01 million respectively.

              Please
      see the present value, discounted at 16.0%, of the remaining cash flows
      under the terms of the original instrument dated July 28, 2007, as US
      $47.89 million, under the “Cash Flow” line item as attached below (the
      second table).  The comparison of such present value with that
      of the new debt instrument dated July 28, 2008 (its present value is
      US$44.02 million as shown on the first table) is listed at an 8.08%
      difference, under the line item “% Difference”.

    In
preparing this response, the Company has sought the comments from its external
independent auditors, BDO Limited (Hong Kong) whose contact information is as
follows:

    Partner:
Peter Chow

    Principal:
Brenda Lam

    Phone:
(852) 2541 5041

    Please
feel free to contact the company with any further questions at Irving Kau, VP
Finance, 011.86.10.5890.7505 or 011.86.136.8108.0243.

    In connection with responding to the
Staff comments, the company acknowledges that:

    · the company is
responsible for the adequacy and accuracy of the disclosure in the
filing;

    · staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

    · the company may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities law of the United
States.

              Sincerely,

              /s/ Irving
      Kau

              Irving
      Kau,

              Vice
      President of Finance

              cc:

              Yolanda
      Guobadia

           Ryan
Milne, Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
       August 14, 2009
 Mr. Liang Yuan  Chief Executive Officer  Origin Agritech Limited  No. 21 Sheng Ming Yuan Road  Changping District  Beijing 102206  China
 Re: Origin Agritech Limited
  Form 20-F for Fiscal Year Ended September 30, 2008    Filed April 3, 2009   Response Letter Dated July 29, 2009   File No. 000-51576

Dear Mr. Yuan:

We have reviewed your filing and response letter and have the following
comment.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Consolidated Financial Statements, page F-1

 Note 14. Convertible Notes, page F-30

 1. Please explain to us the basis for how you determined the interest payments and
the principle payments in 2012 in each of the two cash flow analyses you provided in your response to comment 2 of our letter dated July 10, 2009.  In addition, provide us with the present value of the remaining cash flows under the

Mr. Liang Yuan
Origin Agritech Limited August 14, 2009 Page 2
terms of the original instrument dated July 28, 2007, and the comparison of such present value with that of the new debt instrument dated July 28, 2008.

*    *    *    *

As appropriate, please respond to the comment within 10 business days or tell us
when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comment and provide requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.
  You may contact Yolanda Guobadia at (202) 551-3562 or Ryan Milne, Branch
Chief, at (202) 551-3688 if you have questions regarding comments on the filings and related matters.  Please contact me at (202) 551-3871 with any other questions.          S i n c e r e l y ,            T i a  J e n k i n s
Senior Assistant Chief Accountant
       Office of Beverages, Apparel and
Health Care Services

CORRESP
1
filename1.htm

    Origin
Agritech Limited

    No.
21 Sheng Ming Yuan Road

    Changping
District

    Beijing
102206

    China

    July 29,
2009

    Filed via
EDGAR

    United
States Securities and Exchange Commission

    Mail Stop
#3561

    100 F.
Street, NE

    Washington,
DC 20549

              Attention:

              John
      Reynolds, Assistant Director

              Re:

              Origin
      Agritech Limited

    Form 20-F for Fiscal Year Ended
September 30, 2008

    Filed April 3, 2009

    File
No.  000-51576

    Dear
Sirs:

    We are responding to your comments by
letter dated July 10, 2009, sent to Origin Agritech Limited (“Company”)
concerning the above referenced Form 20-F.  We have repeated the staff
comments for your convenience, with a written response set forth
thereafter.

              Form 20-F for Fiscal
      Year Ended September 20, 2008

              Item 15 – Controls and
      Procedures, page 117

              (c) Changes in
      internal control over financial reporting, page
  120

              1.

              We
      note the disclosure that there were no changes to your internal control
      over financial reporting during the year ended September 30, 2008, other
      than the remediation of your material weakness identified in 2007 with
      respect to your derivative accounting.  Please expand your
      disclosure to describe those changes in internal control over financial
      reporting that resulted in a remediation of the 2007 material weakness
      with respect to your derivative accounting.

              Response:  Our
      company shifted key personnel to address the weaknesses evident in
      derivative accounting.  The department was reorganized and
      appropriate individuals were given the responsibility to review higher
      level functions.  As a result, we remediated the weakness in
      2008.  The changes in internal control that prompted the
      remediation was made in the prior filing of the Company on Form
      20-F.  If an amendment to the Form 20-F is required for another
      purpose, we will amend our 20-F filing to expand your disclosure to
      describe those changes in internal control over financial reporting that
      resulted in a remediation of the 2007 material weakness with respect to
      your derivative accounting.

              Note
      13.  Borrowings, page F-29

              Note
      13.  Convertible Notes, page F-30

              2.

              We
      note the disclosure that on July 28, 2008, you entered into your first
      notes repurchase agreement with Citadel to repurchase the principal amount
      of $18.7 million of your guaranteed senior secured convertible notes for a
      total repurchase price of $20.0 million.  Furthermore, you
      indicate that the repurchase price plus the fair value of the redemption
      features in excess of the carrying value of the debt resulted in a premium
      which is amortized using the effective interest method over the remaining
      term of the notes.  Please tell us how you considered paragraph
      21 of APB 26 with respect to the timing of the loss on
      extinguishment.

              Response:

              We
      considered EITF 96-19 as relevant to our specific case, and subsequently
      APB26 or EITF 00-27, depending on the outcome of our evaluation of EITF
      96-19.

              As
      a first step, we determined if the change in the terms of the note should
      be deemed a modification or extinguishment of debts under EITF
      96-19.  The Company compared the cash flows of the original
      agreement to the new agreement terms to determine if a significant
      difference exists (greater than 10% change in cash flows).  The
      method in applying the 10% test used is the gross
  method.

                CASH
      FLOWS FROM CONVERTIBLE DEBT EVALUATION

                Traunch
      1

                Traunch
      2

                PRINCIPLE
      (in millions)

              $
              40.0

              $
              26.0

              $
              21.3

                TERM
      (years)

              5

                GROSS
      METHOD

                Jul-08

                Dec-08

                2009

                2010

                2011

                2012

                OUTFLOWS

                PRINCIPLE
      PAYMENTS

              $
              14.0

              $
              5.0

              $
              44.74

                INTEREST
      PAYMENTS

              $
              1.03

              $
              0.13

              $
              0.21

              $
              0.21

              $
              0.21

              $
              0.21

                EFFECTIVE
      INTEREST RATE

              16.00

              %

              $
              15.03

              $
              3.69

              $
              0.18

              $
              0.16

              $
              0.14

              $
              24.83

                CASH
      FLOW

              $
              44.02

                %
      Difference

                CASH FLOWS FROM
      CONVERTIBLE DEBT EVALUATION

                PRINCIPLE
      (in millions)

              $
              40.0

                TERM
      (years)

              5

                GROSS
      METHOD

                2008

                2009

                2010

                2011

                2012

                OUTFLOWS

                PRINCIPLE
      PAYMENTS

              $
              84.01

                INTEREST
      PAYMENTS

              $
              0.40

              $
              0.40

              $
              0.40

              $
              0.40

              $
              0.40

                EFFECTIVE
      INTEREST RATE

              16.00

              %

              $
              0.37

              $
              0.34

              $
              0.30

              $
              0.26

              $
              46.62

                CASH
      FLOW

              $
              47.89

                %
      Difference

              8.08

              %

      Conclusion:
Should be accounted for as modification as there is less than 10% change
in cash flows

      According
to the above gross method, there existed a lesser than 10% change in cash flows,
and thus we considered this as such accordingly. As a result, APB 26 does
not apply as it is not an extinguishment of debt. According to EITF 96-19, such
loss is a premium on repurchase of the debt and amortized over the remaining
life of the note.

                  Exhibits

                  3.

                  Please
      file the notes repurchase agreements with Citadel, or explain why these
      agreements are not required to be filed.

                  Response:  The
      amendments to the notes repurchase agreements were not filed within the
      Form 20-F because they were previously filed with the
      SEC.  Therefore, they are already included in the Company public
      filings.  The filings of the amendments were made on July 28,
      2008 and February 12, 2009.  The description was updated in the
      Form 20-F to reflect the status of the agreements. If an amendment to the
      Form 20-F is required for another purpose, we will amend the exhibit index
      to incorporate by reference the two amendments to the note repurchase
      agreements from the prior filings of the Company made on July 28, 2008 and
      February 12,
2009.

      In
preparing the response on comment # 2, the Company has sought and obtained
comments from its external independent auditors, BDO Limited (Hong Kong). The
BDO Seidman LLP US Gatekeeper for the 20-F filing is Wendy Hambleton, phone
number 312-616-4657.

    In connection with responding to the
Staff comments, the company acknowledges that:

    ·      the
company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    ·      staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing;
and

    ·      the
company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities law of the United
States.

              Sincerely,

                /s/   Irving
      Kau

                Irving
      Kau,

                Vice
      President of Finance

              cc:

              Yoland
      Guobadia

           Ryan
Milne

           Louis
Rambo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        July 10, 2009

Mr. Liang Yuan
Chief Executive Officer Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China
Re: Origin Agritech Limited  Form 20-F for Fiscal Year Ended September 30, 2008
Filed April 3, 2009
 File No. 000-51576
Dear Mr. Yuan:
We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for Fiscal Year Ended September 20, 2008

Item 15 – Controls a nd Procedures, page 117

(c) Changes in internal control over financial reporting, page 120

1. We note the disclosure that there were no changes to your internal control over
financial reporting during the year ended September 30, 2008, other than the
remediation of your material weakness id entified in 2007 with respect to your
derivative accounting.  Please expand your disc losure to describe those changes in
internal control over financ ial reporting that resulted in a remediation of the 2007
material weakness with respect to your derivative accounting.

Mr. Yuan
Origin Agritech Limited
July 10, 2009
Page 2

Note 13. Borrowings, page F-29

Note 13. Convertible Notes, page F-30

2. We note the disclosure that on July 28, 2008, you entered into your first notes
repurchase agreement with Citadel to repurchase the principal amount of $18.7
million of your guaranteed senior secured c onvertible notes for a total repurchase
price of $20.0 million.  Furthermore, you indica te that the repurchase price plus the
fair value of the redemption features in excess of the carrying value of the debt
resulted in a premium which is amortized  using the effective interest method over
the remaining term of the notes.  Please tell us how you considered paragraph 21 of
APB 26 with respect to the timi ng of the loss on extinguishment.
 Exhibits

 3. Please file the notes repurchase agreemen ts with Citadel, or explain why these
agreements are not required to be filed.

* * *
 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please understand that
we may have additional comments after re viewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all

Mr. Yuan
Origin Agritech Limited
July 10, 2009
Page 3

information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Yolanda Guobadia at (202) 551-3562 or Ryan Milne at (202)
551-3688 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Louis Rambo at (202) 551-3289 or James Lopez at (202)
551-3536 with any other questions.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

      Origin
        Agritech Limited

      625
        Broadway, Suite 1111

      San
        Diego, California 92101

      September
        27, 2005

      VIA
        EDGAR AND TELECOPY (202) 772-9206

      John
        D.
        Reynolds, Assistant Director

      United
        States Securities and

      Exchange
        Commission

      Mail
        Stop
        3561, 100 F Street, N.E.

      Washington,
        D.C. 20549

                RE:

                Origin
                  Agritech Limited

                Registration
                  Statement on Form S-4, originally filed May 6,
                  2005

                (File
                  No. 333-124709) ( the "Registration
                  Statement")

      Dear
        Mr.
        Reynolds:

      Origin
        Agritech Limited (“Agritech”) hereby requests, pursuant to Rule 461 promulgated
        under the Securities Act of 1933, as amended, acceleration of effectiveness
        of
        the above noted Registration Statement so that such Registration Statement
        will
        become effective as of 4:00 P.M., Tuesday, September 27, 2005, or as soon
        thereafter as practicable.

      Agritech
        acknowledges that:

      (i)
        Agritech
        is responsible for the adequacy and accurate of the disclosure in the
        Registration Statement filing referred to above;

      (ii)
         The
        staff
        comments or changes to disclosure in response to staff comments do not foreclose
        the Commission from taking any action with respect to the filing;
        and

      (iii)
         AgritechGen
        may not assert staff comments as a defense in any proceeding initiated by
        the
        Commission or any person under the federal securities laws of the United
        States.

      Very
        truly yours,

      ORIGIN
        AGRITECH LIMITED

      By:
        /S/
        Kerry
        Propper

      Kerry
        Propper

      President

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

	September 22, 2005

Mr. Kerry Propper, President
Origin Agritech Limited
625 Broadway, Suite 1111
San, Diego CA 92101

	Re:	Origin Agritech Limited
		Registration Statement on Form S-4
		Amendment No. 3 filed on September 16, 2005
		File No. 333-124709

Dear Mr. Propper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selected Historical Financial Information

The Origin Parties Historical Financial Information, page 24

1. We noted you retroactively restated your weighted average
shares
outstanding in response to our prior comment 26.  Please revise
your
income (loss) per share, book value per share and dividends paid
per
share data in this table and throughout the registration statement
to
reflect the weighted average shares outstanding of 10,000 for all
periods presented as disclosed on page F-3.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brian Bhandari at (202) 551-3390 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Pamela Howell, who supervised the
review
of your filing, at (202) 551-3357 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc: 	David Alan Miller, Esq.
	Fax (212) 818-8881
??

??

??

??

Kerry Propper
Origin Agritech Limited
September 22, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

	September 8, 2005

Mr. Kerry Propper, President
Origin Agritech Limited
625 Broadway, Suite 1111
San, Diego CA 92101

	Re:	Origin Agritech Limited
		Registration Statement on Form S-4
		Amendment No. 2 filed on August 22, 2005
		File No. 333-124709

Dear Mr. Propper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment two.  Please file
as
an exhibit to the registration statement a signed consent of
counsel,
Lehman, Lee and Xu, to the use of their name and opinion.  Please
see
Item 101(g)(2) of Regulation S-K.

2. We note the use of the term "Origin Stockholders" throughout
the
prospectus, but the term does not appear to be defined in the
prospectus.  Please revise to define the term.

Prospectus Cover Page

3. We note the use of the term "pari passu" on the cover page of
the
prospectus.  Please use everyday words on the front cover page of
the
prospectus.  See Rule 421(d) of Regulation C.

Questions and Answers about the Meeting, page 6

4. On page 8, in the answer to the question "How much dilution
will I
experience," we note the disclosure to the additional 200,000
shares
that will be issued if the acquisition is consummated.  Please
describe in the answer or in another section, the persons that
would
receive the 200,000 shares.

Interests of Chardan Directors and Officers in the Stock Purchase,
page 18

5. Please explain whether any officers and directors would be
personally liable for any of Chardan`s liabilities if the business
combination is not consummated.  Also revise as appropriate the
last
risk factor on page 37 that begins "Chardan directors and
executive
officers have interests in the stock purchase that are different
than
yours."

Chardan Historical Financial Information, page 25

6. We note the statement that refers to "[c]ommon stock subject to
possible redemption."  Throughout the registration statement,
please
reconcile this statement with disclosure that refers to common
stock
subject to "conversion."

Market Price Information, page 28

7. Please update the disclosure of stock prices through the second
quarter of 2005.

8. We note the statement that "[i]t is anticipated that the number
of
Agritech common stock after the redomestication merger will be the
same as the number of holders of Chardan common stock."  Please
reconcile this statement with your disclosure that 10,000,000
shares
of common stock of Agritech will be issued to the Origin
Stockholders.

Risk Factors, page 29

9. On page 36, in the risk factor beginning "[t]he combined
company`s
working capital could be reduced," it appears that the maximum
amount
of funds that could be disbursed to Chardan`s stockholders upon
exercise of their conversion rights is an amount that could
currently
be determined.  Please revise.

10. Consider adding a risk factor discussing the risks and burdens
the company faces in complying with regulations in China.  Clarify
whether Origin is currently in compliance with all Chinese
regulations.

Origin`s and the Origin Operating Companies` record of growth and
expansion and high potential for future growth, page 49

11. We note the statement that "[i]n 2003, Origin received orders
and
deposits for approximately 78% of the succeeding year`s sales."
We
also note the next statement that "[f]or the 2005 growing year,
Origin received deposits for approximately 39 million kilograms of
seed product, consistent with its prior experience."  These two
statements do not provide the reader with comparable figures.
Please
consider revising to provide comparable figures for the periods
presented, e.g. kilograms of seeds or deposit percentages.

Satisfaction of 80% Test, page 54

12. We note that the disclosure regarding the enterprise value is
based upon the assumption of Origin receiving an estimated $20
million of capital from the combination and from the exercise of
warrants.  The inclusion of these amounts does not appear
reasonable
in determining the enterprise value of Origin as a stand alone
entity.  Please disclose how Origin has a fair market value equal
to
at least 80% of the net assets of Chardan without receiving the
additional capital.  Further, provide a detailed calculation of
the
enterprise value of Origin.

13. Please clarify that the projection of net income for 2005 on
page
54 was solely for purposes of management determining a valuation
of
the company and should not be relied upon as a projection for
anticipated net income for 2005.  If you do consider this to be a
projection of anticipated net income, please provide the basis for
this projection consistent with Item 10(d) of Regulation S-B.
Also,
include a disclosure warning investors about placing undue
certainty
on projections.

The Stock Purchase Agreement, page 58

Structure of the Stock Purchase and Redomestication Merger, page
58

14. We note the statement that "[a]t the time that Origin is
acquired
by Agritech, Origin will acquire direct ownership and rights to
control the stock of the Origin Operating Companies."  Please
reconcile this statement with the disclosure on page 13 that "on
December 25, 2004 Origin entered into consignment agreements."

Stock Consignment Agreement, page 70

15. We note the statement that "[t]he term of the agreement is
initially three years, but is automatically renewed indefinitely
until both Origin and the consignee agree to terminate."  Please
describe whether the consignees will be the control persons of
Origin.  Describe what corporate action would be required for
Origin
to terminate the consignment agreements.  Also describe the
protections available to the Origin/Agritech minority shareholders
from the Origin control persons terminating the consignment
agreements.  Please explain the possible results if Origin and the
consignees agreed to terminate the consignment agreements.  You
may
want to consider an additional risk factor in regards to the
consignees also being the control persons of Origin.

Differences of Stockholder Rights, page 77

16. Please compare the rights of minority shareholders under the
laws
of Delaware and the British Virgin Islands.  If the rights of
minority shareholders are less in the British Virgin Islands than
in
Delaware, please include an additional risk factor that addresses
this point.

Information about the Origin Parties, page 94

17. We note the disclosure that 98.94% of revenues were related to
licensed hybrid seeds.  Please clarify throughout the prospectus
that
such a large percent of your business is currently derived from
licensed seeds.  Add a risk factor discussing the risk to your
business from substantially all of your revenues being generated
from
licensed seeds and discuss the reliance upon a few key suppliers.
Also, consider discussing this risk in the MD&A.  Clarify the
nature
of the licensing arrangements.  For instance, how long do these
licensing agreements typically last?

Intellectual Property Base, page 96

18. Please place the two asterisks next to the item referred to in
the table.

19. Please reconcile the statement that "in 2004, Origin delivered
four new proprietary corn seeds and one cottonseed products" with
the
disclosure in the table in this section.

20. We note the statement that no other seed products represent
more
than 10% of sales.  Please disclose whether any one company
licensing
seeds to your company accounted for 10% or more of your revenues.
Also, state for each major supplier the total amount of sales
attributable to that supplier rather than to a particular seed.

21. We note the projection for 2005 that approximately 85% of your
seed sales will be from licensed seeds and approximately 15% will
be
from your own proprietary seeds.  Please disclose the basis for
this
projection.  If this is based upon seed pre-orders, please
clarify.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operation, page 105

Critical Accounting Policies, page 106

22. We reviewed your response to our prior comment 33 and your
revised disclosure does not appear to address our entire comment.
Please expand disclosure on page 104 to include your policies
concerning the timing of recognition of subsidies (e.g. upon
receipt,
upon satisfaction of performance criteria).

Plan of Operations, page 117

23. Please explain in more detail the $317,664 of consulting
expenses
for the period from December 5, 2003 to June 30, 2005.  Please
explain whether these expenses include payments to the public
relations firm and name the public relations firm.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
121

24. We reviewed your response to our prior comment 36, noting you
believe the inclusion of options and warrants in your proforma
diluted earnings per share calculation would be anti-dilutive
since
the related exercise prices are in excess of the market prices.
Tell
us the exercise prices of the company`s outstanding options and
warrants, including the underwriters` purchase option, and the
market
prices used in your determination.

Beneficial Ownership of Securities, page 138

25. A beneficial ownership table of Origin should be included as
required by Item 403 of Regulation S-K.  See Item 18(a)(5)(ii) of
Form S-4.  Please present the table giving effect to the stock
purchase agreement and the merger and include a footnote
explaining
the presentation.

Consolidated Financial Statements of State Harvest Holdings
Limited

Consolidated Statements of Shareholders` Equity, page F-4

26. We reviewed your response to our prior comment 40 indicating
that
the financial statements are retroactively restated.  Considering
your statement of shareholders` equity disclosed 100 million
shares
of common stock outstanding at December 31, 2003 and 10,000 common
shares outstanding at December 31, 2004, your response does not
appear to be consistent with your disclosure.  We reissue our
comment
to provide footnote disclosure describing the mechanics of the
capital restructuring in 2004 and revise the financial statements
accordingly.

Part II

Exhibits

27. Exhibit 10.27 as filed on EDGAR appears to be several exhibits
in
addition to the Technology Transfer Agreement between Henan
Agricultural University and Beijing Origin Seed Limited.  Please
revise the index list to include all exhibits filed.  In addition,
Exhibit 10.28, Joint Development Agreement, does not appear to
include all the pages to the agreement.  Please revise and refile
the
agreement.

28. Please file executed copies of exhibits 2.2 and 10.27.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brian Bhandari at (202) 551-3390 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Pamela Howell, who supervised the
review
of your filing, at (202) 551-3357 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc: 	David Alan Miller, Esq.
	Fax (212) 818-8881
??

??

??

??

Kerry Propper
Origin Agritech Limited
September 8, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

	August 2, 2005

Mr. Kerry Propper, President
Origin Agritech Limited
625 Broadway, Suite 1111
San, Diego CA 92101

	Re:	Origin Agritech Limited
		Registration Statement on Form S-4
		Amendment No. 1 filed on July 7, 2005
		File No. 333-124709

Dear Mr. Propper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment one.  Please note
that the preliminary proxy statement on Schedule 14A filed by
Chardan
China on February 11, 2005, is a separate filing from this
registration statement.  If the company does not intend to pursue
the
preliminary proxy statement filed by Chardan China, please file a
request to withdraw the preliminary proxy statement.

2. Please provide the information required by Item 101(g) of
Regulation S-K.

3. We note your disclosure that the renminbi is pegged to the U.S.
dollar.  In light of recent developments, it appears that China is
no
longer pegging the Yuan to the U.S. dollar.  Please revise your
disclosure accordingly and discuss how this change may impact the
company`s business.

Prospectus Cover Page

4. Disclose the transaction being registered.  We note the
disclosure
of the shares being registered; however, the cover page does not
indicate how all of these shares are being issued in this
offering.
For instance, we note the 875,000 shares of common stock and the
one
representative`s unit purchase option.

5. Please limit the outside cover page of the prospectus to one
page.
See Item 501(b) of Regulation S-K.

Inside Front Cover Page

6. Please highlight the information required by Item 2 of Form S-
4.

Questions and Answers about the Meeting, page 1

7. We note your response to our previous comment 13 and we reissue
the comment.  In the first question and answer, we note the
disclosure of the four operating companies being Beijing Origin
Seed
Limited, Henan Origin Seed Cotton Technology Development Limited,
Changchun Origin Seed Technology Development Limited and Beijing
Origin State Harvest Biotechnology Limited.  Please reconcile this
disclosure with the companies in Note 1 to the consolidated
financial
statements of State Harvest Holdings Limited.

8. We note your response to our previous comment 15 and reissue in
part our previous comment.  We were unable to find a subsequent
question and answer discussing the dilutive effect of the
consideration share issuance under the stock purchase agreement as
noted in your response.  It appears that such a discussion may be
helpful to an investor.  Please revise.

Summary, page 7

The Companies - Chardan, page 7

9. We note your response to our previous comment 17.  Please
discuss
all of the expenses related to the company`s activities in
pursuing a
business combination.  Elsewhere in the prospectus, such as the
"Plan
of Operations" section for Chardan, please specifically describe
the
actual expenses and compare these amounts to the expenses
described
in use of proceeds for the funds not held in trust in Chardan
China`s
Form S-1.  We note that as of March 31, 2005, Chardan China had
total
liabilities of $421,291.  Please describe these liabilities in
more
detail and in relation to the use of proceeds described in the
Form
S-1.  In the "Plan of Operations" section for Chardan or in
another
appropriate section, please discuss in detail the use of proceeds
by
Chardan/Origin Agritech of the proceeds held in trust once such
proceeds are released to the company.  Please indicate whether
expenses incurred by Chardan China while pursuing the business
combination will be paid out of the trust proceeds when the
proceeds
are released to the company.  We may have further comments.

The Origin Parties, page 7

10. We note the statement that Origin entered into consignment
agreements and technology agreements to control the stock of the
four
Origin Operating Companies.  Reconcile with the statement on page
8
that one was not needed for Origin Biotechnology.
Interests of Chardan Directors and Officers in the Stock Purchase,
page 12

11. We note your response to our previous comment 24 and reissue
in
part our previous comment.  Please describe the total value of the
agreement between Chardan Capital LLC and Origin Agritech.  Please
describe the negotiations of this agreement.

12. Please clearly state in this section the termination fee to be
paid by Chardan`s officers and directors.

Conditions to the Origin Parties` obligation, page 14

13. We note the added disclosure regarding the written opinion
from
Guantao Law Firm relating to the validity and enforceability of
the
stock consignment agreement.  Please advise whether the company
will
receive this opinion prior to the vote by stockholders and whether
the company will file this agreement as an exhibit.  We may have
further comments.

Risk Factors, page 23

14. In risk factor 14, please reconcile the risk described in the
subheading with the risk described in the narrative.

Background of the Stock Purchase, page 37

15. Disclose when Best of Best had any initial contact with
Origin.
Disclose when Chardan had initial contact with Origin and state
the
dates of the preliminary meetings in April.

Chardan`s Reasons for the Stock Purchase and Recommendation of the
Chardan Board, page 41

16. Please disclose the basis for the projected revenues for 2005.
State the orders received for seeds to be purchased in 2005.
Also,
please provide the basis for the statement that you believe
Chardan
has the potential to experience "rapid additional growth in the
future."  We may have further comment.

Satisfaction of 80% Test, page 45

17. Please disclose the valuation placed upon Origin by Chardan`s
board.  Also, disclose the method used to determine this
valuation.

Material US Federal Income Tax Consequences of the Redomestication
Merger, page 46

18. Please revise the disclosure in this section, as the
prospectus
must state clearly that the discussion in the prospectus is the
opinion of (named) tax counsel.  Counsel should also provide a
consent to being named in the prospectus as providing the tax
opinion.

19. The tax opinion needs to address each material federal income
tax
consequence.  See the definition of material in Rule 405.  The tax
opinion must address and express a firm conclusion on each
material
tax consequence, applying applicable tax law to the facts of the
particular offering.  For example, regarding the tax status of
Origin
Agritech, an acceptable opinion would state something like, "in
opinion of counsel, the merger of Chardan into Origin Agritech
will
not be taxed for federal tax purposes."

Stock Consignment Agreement, page 59

20. We note your response to our previous comment 50.  We note the
disclosure in Note 1 to the financial statements that "the
stockholder rights require the transfer of the shares of Beijing
Origin to State Harvest or any party designated by the Company
within
three years upon the removal of the PRC legal restriction."
Please
explain these provisions of the agreement in the prospectus.

21. Please explain the additional restriction under PRC law placed
upon foreign investment in certain industries, including seed
production.

Differences of Stockholder Rights, page 65

22. Please reformat the table commencing on page 66, as the table
is
difficult to follow in the current format.

Information about the Origin Parties, page 82

23. We note the disclosure on page 83 that you are increasingly
relying on your own proprietary hybrid seeds.  Please disclose the
amount and percent of revenues attributable to licensed hybrid
seeds
and the amount and percent attributable to your own proprietary
hybrid seeds.  Also, if any one company that licenses seeds to
your
company accounts for 10% or more of your revenues, this would
appear
to be a material licensing agreement that should be disclosed and
filed as an exhibit.

24. We reissue prior comment 56.  We note the references to
contractual research, partnering relationships and joint licensing
agreements.  Please disclose all material relationships and file
any
material agreements as exhibits.  If you do not feel any of these
relationships are material, please provide your analysis in
reaching
this determination.  We may have further comment.

25. We reissue prior comment 60.  We note throughout this section,
the company continues to make assertions regarding market
conditions
based upon management`s belief.  Please provide the basis for
management`s belief.  Please provide us with reasonable support
for
the assertions in the prospectus.  If a third party is the source
of
the information, please name the party and the publication where
the
information can be found.  If the information is not readily
available to the public, please file the third party`s consent to
being named in the prospectus and to the summary contained in the
disclosure.  If you cannot provide us with adequate support for
these
assertions, please remove.  We may have further comment.

26. We note the statement that you believe your seeds are of a
higher
quality based upon higher crop yields factors and disease and
drought
resistance of its seeds.  What are your seeds being compared to?
Are
your seeds being compared to non-hybrid seeds or to the hybrid
seeds
of other companies?  Please provide the basis for the comparison.
Have any studies been done to substantiate this claim?  We may
have
further comment.

27. Please explain the effective period in the table.  Is this the
date the patent was entered into and the date of expiration?  It
is
currently unclear.  Also, explain the reference to Henan
Agriculture
University in the table.  Does it share a patent with the company?
If so, what are the terms of this arrangement?  Also, clarify
whether
you only have the one patent for a hybrid seed.  We note the
statement on page 84 that you have a "growing portfolio of seed
hybrids and varieties, some of which are subject to Chinese
patents"
and that in 2004 "Origin delivered four new proprietary corn seeds
and one cottonseed products."  We may have further comment.

28. Briefly explain the significance of ISO certification.

29. We again note the distribution system Origin has with its
network
of farmers.  Please file a form agreement as an exhibit.

30. We note your response to our previous comment 64 and reissue
the
comment.  As required by Form S-4, Item 17(b)(2), please provide
the
disclosure required by Item 201 of Regulation S-K.  We may have
further comments.

Origin`s Commercial Product Development Network, page 86

31. We reviewed your response to our prior comments 45 and 65.  It
appears you budget research and development expenses based on five
percent of the prior year`s revenue, not gross income.  In this
section you refer to budgeting five percent of gross income, not
revenue.  Please revise to eliminate the reference to gross income
and properly refer to revenue for consistency.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operation, page 92

Overview, page 92

32. We reissue prior comment 68.  The executive overview should
focus
on discussing those matters which management views as important in
evaluating the company`s financial condition and results of
operations, including any challenges, risks and uncertainties
which
management is aware.

Critical Accounting Policies, page 93

33. We reviewed your response to our prior comment 69 and your
revised disclosure does not appear to address our comment.  Please
expand the disclosure on page 94 to include your policies
concerning
the timing of recognition of subsidies (e.g. upon receipt, upon
satisfaction of performance criteria).  Further, please tell us
why
you changed your policy (as previously disclosed in Note 2) and
record both research and development subsidies and land use rights
subsidies as a reduction of land use rights.

Directors and Management, page 99

34. We note the disclosure that Dr. Richard Propper is not an
executive officer.  It appears that Dr. Propper will be a key
employee, and the disclosure required by Item 401 of Regulation S-
B
should be included in this section.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
106

35. Tell us why the 200,000 shares issued to Best of the Best in
connection with the transaction were excluded from your pro forma
adjustments.

36. Please revise your pro forma financial statements to include
both
basic and diluted pro forma per share data and related disclosures
in
accordance with Item 210.11-02(b)(7) of Regulation S-X.

Executive Compensation, page 119

37. We reissue prior comment 82.  Please explain the prior
reference
to March 2004 in the prior statement "in March 2004, Chardan
agreed
to use its best efforts to obtain the agreement of the Origin
Parties."

Beneficial Ownership of Securities, page 122

38. We note your response to our previous comment 86 and reissue
the
comment.  For Sappling LLC, please provide the name(s) of the
natural
person(s) with voting or dispositive control over such company.

39. We note the statement that the individuals named on page 124
"may
be deemed to be our parents or promoters."  Please clearly
indicate
that these individuals are your promoters, if true, and name all
promoters.

Consolidated Financial Statements of State Harvest Holdings
Limited

Consolidated Statements of Shareholders` Equity, page F-4

40. Please provide footnote disclosure describing the mechanics of
the capital restructuring in 2004.  Explain why the financial
statements have not been retroactively restated to reflect the
2004
capital restructuring.

Note 2 - Summary of Significant Accounting Policies, page F-7

41. We reviewed your enhanced disclosure of shipping and handling
costs in response to our prior comment 75.  Please revise this
disclosure to include a complete description of which costs are
included in cost of sales (e.g. costs related to transporting
product
to customers) and selling and marketing.

Chardan China Acquisition Corporation Audited Financial
Statements,
page F-25

42. Upon review of the statements of stockholders equity, we note
the
underwriter`s purchase option was issued for $100.  Please revise
your footnote disclosures and MD&A to discuss how you accounted
for
this purchase option, including references to authoritative
literature and the fair value of the purchase option, including
your
methodology and assumptions used.

Chardan China Acquisition Corporation Interim Financial Statements

Note 4 - Commitments and Contingencies, page F-42

43. Please revise your disclosures to include your $30,000 per
month
commitment to Chardan Capital LLC as disclosed on page 121.

Part II

Exhibits

44. Please file executed copies of the agreements as exhibits.  If
the agreements are identical, the company may file one copy with
multiple signatures.  Please file executed copies of the
technology
agreements and the stock consignment agreements, exhibits 10.14,
10.15, 10.16, and 10.17.

45. We note the indication that exhibits

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

	June 8, 2005

Mr. Kerry Propper, President
Origin Agritech Limited
625 Broadway, Suite 1111
San, Diego CA 92101

	Re:	Origin Agritech Limited
		Registration Statement on Form S-4
		Filed on May 6, 2005
		File No. 333-124709

Dear Mr. Propper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note the preliminary proxy statement on Schedule 14A filed
by
Chardan China on February 11, 2005.  Please advise regarding your
plans for this filing.
2. Pursuant to Item 301 of Regulation S-K, in a table designed to
facilitate comparison, please present historical and pro forma per
share data of Origin and historical and equivalent pro forma per
share date of Chardan for the following Items:
* book value per share as of the date for which financial data is
presented;
* cash dividends declared per share for the periods for which
financial data is presented; and

* income (loss) per share from continuing operations for the
periods
for which financial data is presented.
See Item 3 of Form S-4.

3. Please provide the disclosure required by Rule 14a-5(e) as
required by Item 1(c) of Schedule 14A.  See Item 18(a)(1) of Form
S-
4.

4. Please provide the dealer prospectus delivery obligation on the
outside back cover of the prospectus.  See Item 502(b) of
Regulation
S-K.

5. Please provide the disclosure required by Item 510 of
Regulation
S-K.

6. We note that the shares to be issued to acquire the Origin
Companies will be through a private placement.  Please advise
regarding the exemption you plan to rely upon and the facts
supporting your reliance upon the exemption.

Registration Fee Table

7. Please explain why you are registering 4.9 million shares of
common stock underlying the units, when there are only 4.025
million
units and each unit consists of only one common stock and two
warrants.  Also, please explain supplementally the calculation of
the
proposed maximum aggregate offering price for the shares of common
stock underlying the warrants included in the units or revise.

Prospectus Cover Page

8. Please disclose the title and amount of securities being
registered.  See Item 501(b)(2) of Regulation S-K.

9. Unless the listing on Nasdaq will occur concurrent with the
effectiveness of this registration statement, please remove or
relocate the disclosure regarding your application for listing on
Nasdaq.

10. Please include the cross-reference to the risk factors
section,
as required by Item 501(b)(5) of Regulation S-K.

11. We note the statement that the board of directors believes
each
action being voted on is in the best interests of the
shareholders.
Please clearly indicate whether you have obtained a fairness
opinion.

Inside Front and Outside Back Cover Page of Prospectus

12. Please include the information required by Item 2 of Form S-4.

Questions and Answers about the Meeting, page v

13. In the first question and answer, we note the disclosure of
the
four operating companies being Beijing Origin Seed Limited, Henan
Origin Seed Cotton Technology Development Limited, Changchun
Origin
Seed Technology Development Limited and Beijing Origin State
Harvest
Technology Limited.  Please reconcile this disclosure with the
companies in "Information about the Origin Parties" on page 70,
the
MD&A section on page 79 and Note 1 to the consolidated financial
statements of State Harvest Holdings Limited.

14. In the second question, in regards to why Chardan is proposing
the redomestication merger, we note the answer that "Chardan is
proposing the reincorporation of itself into a company formed
under
the laws of British Virgin Islands to attempt to secure future tax
benefits for the stockholders."  Please clarify the tax benefit to
the company or the stockholders.

15. On page vi, in the answer to the question "How will the
redomestication merger be accomplished," please further explain
the
last sentence in your answer that "[y]our ownership interest of
Agritech will be reduced by the issuance of shares in the
acquisition
of the Origin Operating Companies."

Summary, page 1

The Companies - Chardan, page 1

16. Please advise us whether the underwriter`s over allotment
option
was fully exercised.

17. On page one, please explain the $714,000 to be used by Chardan
to
pay expenses incurred in its pursuit of a business combination.
Please discuss elsewhere in the prospectus the anticipated use of
proceeds not held in trust as stated in the Form S-1 by Chardan
and
then discuss the actual use of proceeds not held in trust.  Please
explain the reason for any difference in the actual use of
proceeds
from the anticipated use of proceeds.  We may have further
comment.

The Origin Parties, page 1

18. Please describe whether Origin currently has control of the
stock
of the four Origin Operating Companies.  Please explain when
Origin
received control over the companies or when Origin will receive
control over the companies.  Please explain how Origin will "own"
the
stock of the four Origin Operating Companies.  In this section, it
may be helpful to explain the validity of this arrangement under
Chinese law.  Please see our comment under "Stock Consignment
Agreement."

19. Please name the individual that will own the remaining 2.04%
of
Henan Origin Cotton Technology Development Limited.

20. Please provide the basis for the statement that the corn seeds
sold by the Origin Operating Companies "represent roughly 3.75% of
the total corn seed market in China."

21. Please describe the principal terms of the Technology Service
Agreements in this section or in another appropriate section.  The
agreements may need to be filed as exhibits.

The Business Combination, page 2

22. In the first sentence of page three, please describe their
"designees."

Appraisal Rights, page 5

23. Please include a cross-reference to the information provided
pursuant to Item 18 or 19 of this Form, as required by Item 3(j)
of
Form S-4.

Interests of Chardan Directors and Officers in the Stock Purchase,
page 6

24. Please describe the principal terms of the agreement between
Origin and Chardan Capital LLC.  Please describe the services that
Chardan Capital will provide and include the total value of the
contract to Chardan.  Also, explain if the only business of
Chardan
Capital LLC is to provide these services to Origin. In addition,
please describe the negotiations of this agreement.  Please file
the
agreement as an exhibit.

25. Please describe the amount of the termination fee payable to
the
Origin Stockholders.

Conditions to the Completion of the Stock Purchase, page 6

26. We note the disclosure that a condition of the stock purchase
is
that management must determine that the fair market value of
Origin
is at least 80% of the net assets of Chardan.  Please disclose
whether this determination has been made and how this was made.
If a
third party opinion was obtained regarding the value of Origin,
please disclose.  We may have further comment.

27. We note another condition that there must not be less than $20
million in Chardan`s trust account.  Please disclose the percent
of
investors who could seek return of their money from escrow that
would
result in this condition not being met.  If is it less than the
20%
discussed elsewhere, consider revising the disclosure to discuss
this
condition, each time you refer to the 20% requirement.

Market Price Information, page 15

28. Please explain the reference to December 31, 2005.  Also,
please
provide the closing price on the last trading day before the
announcement of the stock purchase agreement.

Risk Factors, page 16

29. The subheadings of several of your risk factors merely state
facts or uncertainties and do not adequately reflect the risks
that
follow.  Please revise your subheadings to succinctly state the
risks
you discuss in the text.  For example, please refer to risk
factors
5, 11, 13 and 22.

30. To the extent possible, please avoid the generic conclusions
you
reach in several of your risk factors that the risk discussed
could
"negatively affect," "adversely affect" or have an "adverse
affect"
on business, revenues or other similar matters.  Instead, replace
this language with more specific disclosure of how your financial
condition would be affected and place the risk in context by
making
the magnitude of the risk clear.  For instance, see risk factors
2,
5, 6, 8, 9, 10, 12, 14, 15, 16, and 21.  Please describe
specifically
the impact that the risks mentioned might have on your business.

31. In risk factor 11, we note that the company makes many
assertions
regarding market conditions.  Please provide us with reasonable
support for the assertions and summarize the support later in the
prospectus.  If a third party is the source of the information,
please name the third party and the publication where the
information
can be found.  If the information is not readily available to the
public, please file the third party`s consent to being named in
the
prospectus and to the summary contained in the disclosure.

32. In risk factor 17, it appears that the risk described in the
narrative that the stock consignment agreements may be
unenforceable
is a separate risk from the risk described in the subheading that
the
stock assignment agreements may require enforcement action by
Origin
to assert its rights.  Please separate the risks and expand to
discuss the risk to investors should the stock assignment
agreement
be unenforceable.  Also it appears that this is an important risk
that could be discussed at the beginning of the Risk Factor
section.
Please revise.
33. Please include risk factors regarding the large amount of
additional payments to be made to the Origin Stockholders under
the
stock purchase agreement and the possible dilution to shareholders
from the issuance of a large amount of shares issued to the Origin
Stockholders under the earn out agreement in the stock purchase
agreement.
34. It may be helpful to include a risk factor regarding any
difficulties in the repatriation of profits from companies located
in
China.

Forward-Looking Statements, page 23
35. Please clarify to disclose that the safe harbors for forward-
looking statements included in the Securities Act and Securities
Exchange Act do not apply to statements made in your Form S-4.

Votes Required, page 27
36.  Please include the record date.

Background of the Stock Purchase, page 29

37. Please disclose the date the company or any affiliates of the
company had initial contact with Best of the Best or its
principals
to provide services for Chardan.  Please describe the negotiations
between Best of the Best and Chardan or its affiliates in engaging
Best of the Best services including the timing of those
negotiations.
Please disclose when any agreements, preliminary or otherwise,
were
entered into between Best of the Best and Chardan or its
affiliates
and describe the principal terms of the agreements, including
fees.
Please file all agreements between Best of the Best and Chardan or
its affiliates as exhibits.

38. Please disclose when Best of the Best first began seeking
possible acquisition targets and when it first presented possible
acquisition companies to Chardan or its affiliates.  Please
describe
the process, including dates, from when Best of the Best first
mentioned or presented any acquisition companies to Chardan or its
affiliates to when Chardan commenced negotiations with one
potential
target company in May 2004.

39. We note the disclosure "[i]n April 2004, Chardan commenced its
efforts to locate a company with which to effect a business
combination."  Please describe in detail the efforts made by
Chardan.

40. On page 30, please disclose when Chardan or it affiliates
first
entered into discussions with Origin or its affiliates regarding a
business combination.

Board Consideration of Approval of Transaction, page 31

41. In the second paragraph under this section, please name the
consultants.

Chardan`s Reasons for the Stock Purchase and Recommendation of the
Chardan Board, page 32

42. We note the disclosure that "[t]hree of the directors are
currently principals in a strategic financial and management
consulting company that focuses on identifying attractive Chinese
companies and in structuring transactions involving those
companies."
Please identify the three directors and the management consulting
company.  Also disclose any possible conflicts of interest.

43. On page 33, you state Origin "has experienced annual revenue
growth of greater than 40% for the past three years."  However, we
note 2002 revenue increased only 32% over 2001.  Also, it is not
clear what periods this statement refers to.  Please revise to
clarify.

44. On pages 33 and 72, you discuss projected revenues for 2005.
As
discussed in Regulation S-K, Item 10(b), discussion of projections
of
future economic performance is encouraged as long as management
has a
reasonable basis and the projections are presented in an
appropriate
format.  Please explain your basis for assessing future
performance,
including the key assumptions underlying the projections, or
revise
to eliminate the projections.

45. On page 33 you disclose that Origin devotes approximately 5%
of
annual revenue to research and development.  Based on the research
and development costs presented on the income statement it appears
that less than 3% of revenues have been spent on research and
development for the years ended December 31, 2004 and 2003.
Please
advise or revise.

46. We note that parts of this section and the "Information about
the
Origins Parties" section appear promotional, rather than factual,
and
should be revised to remove all promotional statements.  No
speculative information should be included, unless clearly labeled
as
the opinion of management of the company along with disclosure of
the
reasonable basis for such opinions or beliefs.  For example we
note
the statements on page 34 such as "few of them are developing and
producing advanced hybrid seeds that offer the advantage that
Origin`s hybrid seeds do."  Please provide reasonable support for
the
promotional statements in the prospectus.  If a reasonable basis
cannot be provided, the statements should be removed.

47. On page 36, we note the disclosure that "[t]he board of
directors
also considered the restrictions on how a foreign company may own
and
control Chinese companies in restricted industries.  They believed
that the restrictions and use of control agreements was an
acceptable
business strategy to obtain an acquisition opportunity in China."
Please describe this business strategy and discuss the validity of
this structuring of ownership under Chinese law.  Please explain
whether the board of directors consulted with or received an
opinion
from attorneys that are licensed under Chinese law to base their
opinion that the control agreements were valid under Chinese law.
Also describe whether the board of directors received an opinion
from
the appropriate Chinese authorities that the control agreements
w